Cell Verses
by Spyash2
Summary: An amnesiac android is surgically implanted with the flesh of Youma and as a result of this, a change happens to him internally. The need for him to absorb Androids 17 and 18 is no longer there... it is now replaced with the need to absorb youki... and the world he found himself in is filled with it.
1. Riful of the West

In an underground facility, well hidden away from the populace, several men cloaked in black carried a strange cargo between them, sharing its weight as they manoeuvred through the passages and narrow staircases. Eventually, they arrived at a dark room that had several slabs of pale white stone and hoisted their precious cargo onto one of them. The flickering torch light in the room illuminated the details of this… highly unusual figure.

It wasn't quite human but it certainly was humanoid in appearance. This was a land where monsters roamed and where demonic creatures ate the innards men, women, and children before mimicking them down to the very last detail. Some as tall as a full grown man. Some as tall as a cathedral. As such the cloaked men were used to seeing such things but never before had they seen a creature like the one they had found.

Green skin, varying in shade, covered the surface of the body, with black spots mottled here and there. Bits of its physique were also orange or black - the latter portions almost shiny as if it were made of some strange plastic or metal. The creature had a broad form, powerfully muscled and far, far taller than any normal man. It resembled the more brutish of Youma, showing that this being before them was in fact male. It had a very long tail as well, that was hoisted up and onto the slab; it was a long appendage with some sort of stinger at the end. Neither of the men knew what such a thing could be used for but they weren't going ask questions.

They only cared for _results_. While none of them truly understood what this creature was the men were very certain that it could be turned to their purposes. This creature was found by pure chance, as he fell out of the sky, and now he was about to be forever changed.

They performed surgery on him, crudely cutting him open from the neck to the groin, and surgically implanted the creature with the purple-skinned flesh of Youma; it was implanted into every organ; if he was not a Youma already then they would definitely push him to be one. They understood such creatures and knew how to manipulate and control them; as they implanted the flesh inside of the creature they discovered there were strange things inside of its body, but they worked as best they could with well-honed tools that had performed similar experiments time and time again.

The creature on the slab, unknown to them, already did have an instinctual biological drive to improve itself. As the men altered his body so too was this need. The original targets it needed to improve itself were now changing to encompass a much larger group. But no one would know that until he woke up, and not even the men working on it could say when that would be.

Sometime later, once the men who altered the creature were finished and had long since vacated the facility, the broad muscular creature woke up for the first time since he came to this place. To this world. His memory was blank. He couldn't remember anything, save for one thing: a name.

Cell.

And with that name did he feel something else. It wasn't a true sense of identity but it was something more base than that. A primal need. There was energy that was needed. An energy that he needed to absorb. He didn't know what to call it but he knew where to find it. He could...somehow...sense several sources nearby. Living beings like him. And like him, they too had a purpose. His was to absorb, to grow stronger, until one day he reached his perfection… and theirs...theirs was to die and be his fuel. They were the prey and he was the predator.

With this realization, Cell knew what he needed to do: he needed to absorb these beings with that strange energy. Thanks to his sensory prowess, Cell knew where to find them and so he sat up and got off the slab, making his way out of the room. It didn't take long for him to find them.

Cell stabbed his needle tipped tail into an unconscious purple-skinned male with grotesque muscles that was lying on top of a slab identical to the one he was just on. In a matter of moments he somehow 'drank' him up until there was nothing left. Cell would go on to do this to each creature in the room he honed in on. And with each purple, grey, and green-skinned monster he absorbed, the more Cell felt himself grow stronger.

After several hours the entire facility was devoid of any living being that had the energy source. Cell looked down at his hand and clenched it into a fist when he felt his power increase in potency. It wasn't a large boost but he did feel himself getting stronger. No longer did he feel groggy. He felt sated for the moment. His wounds had rapidly healed, his body now restored to peak health thanks to his regeneration kicking in. He was also rested and well-fed like a beat after a successful hunt. Cell clenched and unclenched his fist a few times...and then something captured his attention.

Cell's head snapped around behind him when he sensed _several_ hundred beings with the same signatures. Many of them were powerful. Others were weak. But for Cell that meant one thing: he had more fuel to absorb.

With a menacing grin, Cell went off to hunt down and absorb these beings. It was his purpose to grow stronger. Their purpose was to become one with him.

* * *

**Many weeks later…**

In the Western region known as Lautrec, two people were walking seemingly aimlessly across the land. One was a large, muscular man with short blond hair; the man gave off a vibe that screamed 'idiot', and his default expression was of a glazed, far away look; he looked very much like a Neanderthal, a caveman. He was garbed in a dark brown sleeveless tunic, a long-sleeved white undershirt and a pair of leather leggings and shoes.

The other was a young woman, small and petite. As she walked next to her large companion, she seemed downright tiny and child-like. Her dark brown hair reached the top of her shoulder blades in the back, and equal length down the front, though the strangest part was that the locks of her hair weren't tapered but instead ended very cleanly and levelly, giving off the appearance of her hair being of ribbons. Her attire consisted of a tan-coloured sleeveless dress and not much else as her feet were barefooted. She was short, and because of her petite stature, she looked more like a teenage girl in her 16 to 18-years-old-range. Her skin was pale and her face was unaged and charmingly attractive with only her eyes hinting at some older, greater creature walking about making play that she was but a naive youth.

These two were Dauf and Riful of the West two of the most feared beings in Lautrec. The former was the consort of the latter, and it was Riful who wore the pants in the relationship. Right now, the two of them were seeking something out in Lautrec. For the past few weeks Riful had sensed something lurking in her territory and within those few weeks, many of the youma here - some in groups, and some isolated - had just… gone silent. Normally, Riful wouldn't care for small fries like Youma… but as they vanished in droves, this presence within her territory had steadily gotten stronger and more noticeable as a result. As far as Riful was concerned this was not a coincidence and is the reason why she and Dauf were actively searching for it.

What the two of them did not know, while they were searching for this stranger, an interloper in their territory so too were they being sought. Hunted. Riful and Dauf both could sense many youki signatures-all of them were being snuffed out. All but one. _That_ particular one was steadily growing stronger, albeit at a snail's pace. It took a while, but as the youki signatures dwindled down one by one, Riful and Dauf finally reached the one responsible.

Both Riful and Dauf came to a stop and stared on with wide eyes. Though Dauf's expression quickly settled back to disinterest, Riful's remained sparkling with interest.

"Well now… how interesting…" she muttered, her voice full of intrigue and child-like curiosity.

Cell was standing in front of them, his arms crossed over his powerful chest. In front of him, a grey-skinned Youma was suspended in the air, pinned by Cell's stinger. Riful watched on with childlike amusement as the stinger and tail seemed to flex and began drawing the very life out of the Youma. Dauf and Riful watched on as it got drained of everything; blood, youki, saliva-not even the bones were spared. Soon the Youma was swallowed by the creature's tail and nothing left of it remained. Riful arched a single eyebrow when she sensed his youki increasing. It wasn't a large increase, it was barely noticeable to anyone but the keenest of sensors; but having _centuries_ under her figurative belt, Riful did notice it and it got her curiosity and interest.

She wanted to test him.

Riful looked up at her man and gave him an order, "Dauf, transform and take care of him."

Dauf literally had no idea that his mistress was wondering if he would fail, secretly _hoping_ that he would. The man was a simple creature. Dimwitted. Clingy. Had to be guided through a fight that was too much for him. But he recognised strength and assumed only one was stronger than him. Despite him being her man, Riful was rather annoyed at his simple-mindedness and clingy nature. To make a long story short, she wanted to get rid of him and would have had he not been the only one who wouldn't break on her.

"_Still, this strange being has gotten stronger after killing that Youma… if my suspicions are right…"_ She thought, staring at her consort's back as he _probably_ walked towards certain doom.

His arms still crossed Cell watched on with interest as the male approached by his lonesome. Those two… they're powerful. _Much_ more powerful than the ones he'd encountered before. Of course, he was wondering if these two would be any stronger than the ones he'd been absorbing ever since he woke up.

Suddenly veins began to bulge on Dauf's face and his youki spiked, catching Cell's attention thoroughly as Dauf started to transform. His skin changed colour and his body began to grow more and more grotesque and inhuman as his clothes strained, and _shredded_ as they failed to change with him. Cell slowly craned his head back to stare up at the now behemoth sized Dauf, looking akin to a giant covered in plates reminiscent of knight armour. His new appearance suggested a heavy defence, probably impervious to most attacks.

Cell didn't move as Dauf stopped in front of him. Nor did he move with Dauf made his hand into a fist and drove it into his palm before bringing both hands above his head. Clearly, Dauf was going to try and crush Cell like a bug!

Only at the last possible second, when most onlookers would have cried out in alarm (Riful merely looked on quietly amused) did Cell spring into action. He brought up a hand like he was lazily hailing a taxi; though his posture didn't speak to strength, he somehow stopped Dauf's mighty fists cold. There was a sudden rush of air from the impact, the ground cracking slightly under Cell's feet, and dust swirling about the two figures.

Cell looked Dauf in his ugly, dull eyes. It was the only indication he had given that he was even aware of his presence, then his tail sprang into action!

"**OUCH!"** Dauf yelped, not in pain but in surprise. His eyes were wide with disbelief. That thing's tail pierced his armour?!

"Ow!..._Ohhhh…_" As last words went they weren't very memorable or eloquent. But then, neither was Dauf. Riful watched, almost enthralled, as she got to see the same tableau play out once more. Within a matter of moments, Dauf's massive form seemed to melt into Cell's tail, losing form entirely! And with Dauf's demise finished, came the _rush_ of power emitting from Cell himself!

Riful sensed it. The increase of power Cell had received after her consort met his end-she couldn't sense his youki anymore, which meant this creature had killed him-was a large boost to his youki reserves. It made him stronger!

Cell looked at his hand and clenched it into a fist. "He looked the part of a fool, but I do feel a little stronger now. Harder, I might say…" he muttered, speaking for the very first time since waking up.

Hearing him say that to himself made Riful perk up in both excitement and interest. So he _does_ get stronger by absorbing other Awakened Ones?! That was dangerous. Very dangerous. If Riful were the pragmatic type-and she was-she would get rid of him before he became too much of a threat. However… if she was to get him on her side, to get him wrapped around her finger, then she would have a very powerful ally under her thumb. Her hold on the West would be permanent. The pros frankly outweighed the cons. And not only that, if he can absorb Awakened Ones then it's entirely possible he can absorb Claymores too!

"_I simply _must _have him on my side!" _Riful mentally told herself with a wide-faced grin. _"The benefits to having this man under my command is too much to ignore! The Hunting Parties the Organization sends after me would stand no chance, and my grip here on the West would be permanent! No one would be able to oppose me! Not Isley, and _especially _not that bitch of the South!"_ With that thought in mind and her decision made, Riful quite happily and eagerly made her move to get this unique Awakened One-he has youki and there has been very rare instances in the past where other Awakened Ones got stronger by absorbing the youki of much weaker Awakened Ones and Youma-under her thumb.

Cell gazed curiously as the young woman, seemingly unphased by his brutal annihilation of her companion, walked gleefully towards him. Her hips swayed enticingly as she walked, accentuating her feminine figure, her dress swaying with her as it danced in the sunlight. Cell cocked his brow, sensing something off about this one, though he was enthralled by what power he could sense within her.

"I'm not sure if you were paying attention," He mused at her with a deep tone of condescension, "But I'm not sure that this is a place a girl like you ought to be..." He snickered, in near disbelief that a being such as her would dare approach. After waking up with no memory of his past, he was so used to seeing women flee in these types of situations. Though in his case, the women happened to be those monsters he had been hunting down to add to his steadily increasing pool of power. Having one willingly approach him was most certainly a first for him.

"Oh, I _have_ been paying attention," Riful cooed airily with a pleasant smile. She kept on walking, never taking her eyes off of him as her expression turned rather playful, yet somehow showing a type of hunger Cell had not experienced before. "I have been around for a very long time. This is not the first time I have seen an Awakened Being absorbing the youki from other Youmas, or Awakened Ones that are much weaker than them."

Soon, Riful was standing before him and she leaned on one leg, purposely putting her hip out and leaning forward so Cell could see down into her dress. The young woman gave him a coy smile. "I would very much like you to join my side. I can grant you… _anything_~" she said with a seductive purr, and to emphasise what she meant Riful pressed her hand flat onto Cell's orange crotch piece and started rubbing it with a feather-light touch.

The amnesiac Cell was growing more surprised by the minute as the young woman, by appearances only, began to attempt to seduce the monster that had just devoured her companion. Join her? The only joining he planned on happening was having the girl absorbed into his collective pool of power, but... seeing as how she wasn't being confrontational, he allowed her to go on. The sight of her lithe form in her suddenly not so modest dress stirred something within Cell, and her hand caressing the space between his legs turned that stir into a cyclone.

"My my… that is quite the proposal..." Cell cooed, embracing her in his clutches by placing one huge, meaty palm on her back and the other on her plump rear. "Tell me, what would you have me do for you, and more importantly..." He gave her plump ass a tight squeeze for emphasis, pulling a pleased mewl from her throat, "What exactly can you offer me?"

Seeing how things were going her way, Riful gave him a pleased smile, "Well, what you can do for me is rather simple you big _strong_ man: keep any Awakened One from infringing on my territory. That goes hand in hand to what I can offer you: I point out anyone to you that is encroaching, and _you_ get to eat some bountiful Claymores, Youma, and Awakened Ones you happen upon." She looked directly at his crotch and licked her lips, "I can also provide you with some… _relief_ if you catch my meaning."

The more he patiently listened to her words the more amused Cell got. And when she got to the end he couldn't help but find it to be utterly hilarious. Provide him with relief? What does this woman think he is? But, he did have to admit, what she was offering him was tempting. Very tempting. If he was to work for her then he would be able to absorb the owners of that strange energy he had been hunting… youki this girl named it. And that word, _Awakened Being_, it was most certainly new to him. What that the name of the species she is a part of? Outside of that man he had absorbed moments earlier, this young woman was easily the strongest being he sensed so far upon entering this nameless region a few weeks ago. He was very tempted to forgo everything and absorb her right here and now!

But why start absorbing her when he can have _fun_ with her first? And as Cell looked at the hand that was stirring up a pleasant sensation in his crotch area-Riful had not stopped rubbing his crotch piece at all as he listened to her rambling on and on about what she could offer him-the tall powerfully muscular male knew exactly what to do to start.

Cell let out a deep chuckle and pulled a deep, throaty moan out of Riful's throat when his meaty hand gave her plump ass another firm squeeze. In response to that Riful added more pressure to her ministrations. It got a pleased, deep sounding moan out of Cell's throat and that told her she was on the right track. And so she kept rubbing her hand up and down on the orange piece and at the same time, the dark-eyed brunette gyrated and ground her ass against Cell's palm.

From the back of his throat Cell let out a deep rumble like growl, as the pleasant feeling around his groin raced up his spine and to his brain like electricity. When she felt the crotch piece shifting around against her palm, Riful stopped shaking and gyrating her butt against Cell's palm and quickly withdrew her hand. The orange piece of Cell's crotch opened, and what slipped out of the opening surprised the brunette to the core.

_Sliiiiiiiiiick!_

With wide eyes and her mouth slightly agape, Riful stared at the phallus that slowly emerged from the now open crotch piece. And it kept going, and going, and going. Riful leaned in, her nostrils flaring as she inhaled through her nose, to get a better look and examine it. It was _girthy_. The female Awakened One figured it was around three fingers thick! Similarly to the rest of Cell, the phallus was emerald green in colour with black spots and the underside was segmented with the colour yellow; there was no foreskin covering the glans penis, revealing the head of the phallus to be a near pitch black in colour. When it finally emerged from its hiding place after what felt like hours to Riful - with the girl in question having to lean slightly to the side - it stood at a mind-bogglingly _10 inches_!

How fitting. A monster-cock for a monster that absorbs other monsters. It, of course, did not end there as once the cock had fully emerged, the scrotum was next. Fortunately, the scrotum emerging from the open crotch piece didn't take long. It only took a second.

_Pop!_

The pouch of flesh _literally_ popped out of the opening and hung between Cell's thighs. Despite herself, Riful found herself licking her lips as she leaned down a bit just so she could get a better look at the testis-pouch. The skin too was emerald green with black spots. However, unlike Dauf, this pouch of skin did not have wrinkles. But it was remarkably big. The scrotum was big, as to compensate for the size and length of Cell's dick; the flesh sack was as big as apples and as she reached up top palm it in her palm, pulling a very deep moan out of Cell when she gently kneaded the tesis inside, the brunette figured they were the size of damn _grapes_!

"_This cock… those balls… this is a sign of a _true_ man!"_ Riful thought with wide-eyed glee. The brunette couldn't keep the wide, face-splitting grin off her face as she quite literally hit the proverbial jackpot with this man.

"Kuhkukukukuku!" Cell laughed boisterously as he watched the grinning Riful looking at his cock in a manner resembling a child who found her favourite toy. "Do you like what you see, you harlot?" He insulted with a broad grin that was both mocking and condescending. His large hands still on the middle of her back and ass, the amnesiac Android slowly moved Riful until she was standing before the black tip of his cock.

Riful didn't answer him as she was rather enthralled by his 10 inches. Being the manipulative woman that she was Riful really wanted to get this man on her side. She wanted him to be wrapped around her finger to the point he would do _anything_ she asked of him. He was intrigued by her request, and now with her being put in front of this shaft, there really was only one thing for her to do to seal the deal.

She wanted to show him one of the..._other_...benefits he can have if he was to stay with her and be under her command. And what better way to show said benefit than to give that glorious _cock_ a little workover with her mouth and hands?

Opening her mouth so wide in a large O, Riful _lunged_ her head down on that cock and let out a slutty little moan as the glands penis entered her mouth. Cell closed his eyes and let out a deep groan when he felt the head of his dick getting enveloped by something soft and warm. The brown-eyed brunette brought her hands up and cupped his ballsack in her palms, and was awed by how much sperm she could feel sloshing around in there. She couldn't believe it herself and she could _feel_ the amount of it stored in there! And his bellend was so big it forced her lips to strain to accommodate it, her jaw hurt _so good_ as she tried to force more of it into her gob, which also forced her tongue down to the bottom of her mouth!

But she wasn't Riful of the West for nothing! Closing her eyes tight Riful inhaled deeply through her nose and _swallowed_ that cock, forcing her head down to intake more and more of it until she felt the head poking at her uvula. She hollowed her cheeks, tightened her lips, and reared her head back with a sharp suction before plunging her head back down again until she felt the glans poking at her uvula. Why take him all the way into her throat when she can just give him a little taste? While Riful was busy bobbing her head up and down on a small piece of Cell's 10 inches, her hands were gently kneading and squeezing his scrotum.

"Mmmpfh. Omph. Mmmmmmmm~!" Soon enough as she continued to suck and slurp on that dong Riful was moaning around it like a little whore who has found her fix. The longer she moved the faster she got until she was all but facefucking herself on that shaft.

While he felt damn good by her soft, warm mouth, Cell was also thoroughly amused by what she was doing. And when he felt the vibrations of her moan racing up his schlong and up his spine, it took everything he had to not moan out with delight. He couldn't help but mentally scoff though. As if _this_ was to stop him from absorbing her and merging her youki into his pool of energy he had been building up for the past few weeks!

However, despite her mouth feeling damn good on his cock Cell was getting rather bored of her. Cell gave her plump ass one last firm squeeze, pulling out another delightful moan from Riful's throat and sending even more vibrations up his cock and spine before he moved both his hands from her back and ass up towards her head.

Riful barely had time to widen her eyes before Cell firmly grasped the side of her head, his massive fingers gripping her hair, and _slammed_ her head down on his cock. At the same time, Cell leaned forward, spreading out his legs, and _slammed_ his hip forward until as he forced Riful to take all of his cock down her throat.

"_HURK! GLLAK! GLURG!"_

Before Riful knew what was happening she was being forced to deepthroat Cell's girthy 10-incher against her will. Her throat bulged out obscenely and was forcibly stretched out to accommodate his schlong. Her eyes were wide and shaking, her tears beginning to form at the corners. Her hands no longer gently caressing his testicles, the young looking woman was tapping at his thighs, to convey to tell him to stop or to keep going was lost on Cell. Not that he cared about her wellbeing anyway.

Before Riful knew what was happening she was being forced to deepthroat Cell's girthy 10 incher against her will. Her throat bulged out obscenely and was forcibly stretched out to accommodate his schlong. Her eyes were open wide and shaking, her tears beginning to form at the corners. Her hands no longer gently caressing his testicles, the young looking woman was tapping at his thighs, to convey to tell him to stop or to keep going was lost on Cell. Not that he cared about her wellbeing anyway. No, all Cell cared about was getting his worth of pleasure from this morsel before making her youki a part of his pool of power.

_Whap! Whap! Whap! Whap! Whapwhapwhapwhapwhapwhapwhap!_

"GLAG! GLURK! HNURG!"

The sound of Cell's moving hips slamming into Riful's face - and fortunately, Riful is made of sterner stuff to get a broken nose - and her gagging and choking filled the clearing as he had his way with her mouth and throat. Her spittle had already built up in her mouth and throat, and it was getting very hard for her to breathe with how fast Cell was making her head move up and down on that dong. Had it been anyone else Riful would have killed the fucker for doing this to her beautiful face, but she was trying to seduce Cell into joining her side and she _did_ offer to give him relief, and from the looks of it he _did_ catch on to her meaning. She should have expected this to happen upon taking that gloriously long _cock_ into her mouth. But for some reason, it escaped her. So despite her discomfort Riful allowed him to continue. Her throat struggled to swallow the fleshy pillar but it only served to massage it.

Cell looked down at her with a cruel grin on his lips. The way her wide, tearing up eyes looked up at him as her mouth was forcibly taking him to the fucking base looked so good! So fitting! She wanted to seduce him? To get him wrapped around her finger?! All she was good for is to serve as fuel for him! Then he grit his teeth and with a deep growl sped up his thrusting hips even more as he used Riful's orifice like a fucking cockrag!

He could feel something building up within him. Some sort of knot in his gut. He let out a deep, throaty growl and continued using Riful's mouth like it was a cunt. Then, after what felt like hours for Cell, just when the knot became the tightest he had ever felt it become, it _snapped_ and he slammed Riful's face against his crotch while he hilted himself in her throat with a loud orgasmic roar.

"GRAAAAAAAAH!" Riful's right eye twitched and her left one partially closed when she felt his cock expand as he burst, unloading several potent loads of jizz directly into her stomach, bypassing her throat entirely.

When the flow of jizz ebbed away Cell, who was now panting at this point, did the long process of pulling his bellend out of this bitches mouth. And when the black tip left Riful's mouth with a lewd _Pop!_ the brunette in question started coughing and gagging as she tried clearing out her throat from all the spittle that had built up in there. Now that she was distracted it was high time that he starts doing what he had intended to do ever since that moron tried to crush him nearly an hour earlier.

Taking his large, meaty hands off of Riful's head Cell reached down to get a handful of her tanned dress and at the same time, his tail jutted straight up into the air behind him. He had no idea why he was doing the latter as he would have normally just stuck his stinger in whatever poor sap he came across and drained them of everything. But something inside of him _told_ him to do it. Then he pulled his hands away from each other and tore that dress in half and right off of her body leaving her naked.

Cell licked his lips as he stared at her nude form. With Riful leaning slightly forward - not caring that she was naked - and him being so tall in comparison to her, the brunette's hair covered much of her chest, so Cell really couldn't see anything other than the swell of her breasts, but it was incredibly easy to see the rest of her. Then the tanned tip, the stinger of the tail, opened up into a wide bell-shaped funnel. It slouched over, eclipsing Riful in its shadow. Clear liquid oozed from the gaping maw, and pulsating red flesh could be seen up within the appendage.

"To answer your earlier question, my dear…" Cell began with a dark undertone, making Riful look up into his eyes with her brow furrowed. The poor girl had no idea she was about to meet her maker. And like a scorpion Cell struck with haste, his tail dashing down towards her head and suctioned towards the girl's shoulders, trapping her head inside! "THE ONLY _JOINING_ I'M GOING TO BE DOING IS HAVING YOU ADDED TO THE YOUKI I ALREADY COLLECTED! AHAHAHAHAHAHA!" He yelled to her, laughing loudly like a madman as he forced his tail down to her biceps and over the mounds of her breasts!

The saliva like substance that coated Riful's tapered-like hair and dampened her skin made it easier for him to pull her further and further up his tail! The stale warm air inside smelled of death for Riful, and though it was dark the tunnel did allow some semblance of light to shine through though there wasn't much for her to look at. All Riful could see was the pulsating red flesh that seemed to go on forever.

"Wha-what?! Let me go!" She demanded, though her voice only came out as "Whm-whmm!? Lee mm gg!" thanks to the tail muffling her, and Riful and let out a started cry when she felt her feet leaving the ground!

Somehow, Cell knew exactly what Riful was saying, though thanks to having no memory of his past he didn't understand how. But he took to gloating anyway, "Let you go?! Never! Your youki _will_ be mine! As will all the others!" he roared delightfully and started to cacklingly laugh as he watched her fair legs feebly kicking the air.

As more and more of her got pulled into the tail Riful was beginning to panic. Why couldn't she unravel and transform? Why couldn't she use her youki? What was going on?! The poor girl had no idea Cell was already taking her youki the second his tail got her. The more she tried to bring it out the faster Cell took it. Soon enough Riful's rack was finally enveloped and Cell's tail began to pump and flex as it began to active pull the rest of her inside.

"I'm going to absorb you, like all the others! You will forever become part of me! I'm rather disappointed in you...for one so powerful, you were defeated so easily… how _pathetic!_" Cell scathingly taunted. Riful's head entered the even tighter confines of the tail proper as she was sucked up to her navel, with her legs flailing wildly into the wind and her arms pinned tightly against her sides.

Things tightened even further when she felt enter some kind of opening on the way ahead, stretching the flesh as she advanced. It didn't feel comfy for the powerless girl and it made her struggle even more. The flexing and pumping of the tail kept sucking her up, going past her navel and towards her hips while both her hands and arms were pinned tightly at her sides and being unable to do much. Her wrists were held right by the tail's edge, her fingers dancing, sometimes they became fists, and at other times they would try and grab at the tail's edge to no avail.

"Please… _please_ stop!" With her cheeks getting squashed by the fleshy walls it became difficult for Riful to speak, yet she tried. Her plea came out as a muffled _"PPPPLSS... _PPPPLSS_ STTT!"_

"AHAHAHAHAHAHAHA!

She could hear him laugh… he was mocking her! That utter _bastard_! She should've killed him when she had the chance! Riful's legs kicked the air even more as she _screamed_ into the void ahead of her. From the outside of the tail, one could see it had acquired her very shape, displaying how tight she would be in there and would be unable to move an inch. That ooze ran all over her body as it got sucked in and it smelled horribly and was slimey in nature, but it did its job in making her slip inside.

With a particularly hard jerk, Cell opened his tail maw wider, and engulfed the widest part of his squirming prey and sealed it up again. All at once, her hips, ass, and hands were all trapped within the first chamber of his tail and drops of saliva left trails down her smooth naked legs as they kicked for freedom to no avail. Meanwhile, Riful's shoulders were now making the tight squeeze into the snake-like tube of Cell's appendage. The pulsating red flesh was pressed firmly against her face and made it even more uncomfortable.

"It's time to say goodbye… You're all mine now!" Cell taunted his captive as the tip of his tail had finally acquired the shape of Riful's plump buttcheeks, just as it had gained the shape of her breasts above. It was so tight in there one could perfectly tell the shape through the tail! Riful's voice was long gone, having delved further along the tube, but how she was feeling was clearly visible with her legs and feet: they were desperately waving, shaking and kicking randomly, like any helpless girl would if they were to find themselves in that situation.

This was not the type of behaviour one would expect of such a powerful being like Riful. This was the type of behaviour one would expect to see from a _helpless, and powerless_ girl. She was freaking out. And once the toughest hurdle was had been passed, the rest of Riful was easily sucked in as her lithe lubricated legs were slurped up like noodles. They would be restrained along the way, making it hard if not outright impossible to kick them. The lips of the tail came to a halt however when they came to the cusp of the top of her feet. This was it, the last of Riful's body before she'd disappear from the view of the outside world and be completely encased within the Cell's tail.

The tips of her toes wiggled up and down pointlessly while the rest of her squirmed inside of the tail, though it was very soft and weak. Her form could be seen wriggling softly on the outside, but it was to no avail as her body kept progressing further and further inside the tail. Then there was another jerk and Riful's feet were sucked in, and just like that, Cell had completely engulfed her with a loud _THOOMP!_ and the maw of the tail closed into its needle headed shape as the entirety of Riful was being pushed through the cramped confines of Cell's unique organ.

"Heh heh heh… Enjoy the ride to your new home!" Cell taunted her with a wide grin. Now he would absorb her into himself, integrate her completely and take that youki of hers all to himself!

The inside of the tail was almost pitch black for Riful but she could still see the disgustingly pulsating red flesh around her. She could hear the rhythmic squelches of the saliva as she was pulled more and more to wherever destination led her to, and Cell watched joyously as the figure made its way through his tail and to his back. It wasn't long until Riful reached her final destination at the base of Cell's back and with a loud _SCHLUP _that form of hers vanished from the tail as she was squeezed into a stomach-like chamber.

Riful landed on her face with a soft "Oof! and was pushed onto her back as the rest of her entered. Taking a deep breath the brunette was happy to find there was plenty of air in here. As she sat up the girl looked around and found the place she had been put into was a lot roomier than that damned tail. On the outside there would be no visible bulge on Cell, as expertly made his unique system of consumption was, but thanks to the alterations the men who had been operating on him had made, the interior of Cell came with some new features. And he was going to put some of them to good use.

The walls around Riful began to wiggle and bulge as if something was trying to grow out of it.

"Oh, _now_ what?!" the girl hissed with wide and frightened eyes and let out a cute yelp when she felt one of the bulges pressing against her butt. At the corner of her eye, Riful saw something _growing_ out of the fleshy wall, and when she turned her head to look at it the brunette saw what it was.

It was a tentacle. A phallus-shaped tentacle to be exact. And unlike the phallus she had seen on Cell, this one was coloured dark pink. The veins were visible as well, showing it was at full erectness. Riful looked ahead and saw four more emerge from the fleshy wall. When she looked to the wall on her right, she also found another tentacle growing out of it. Riful looked behind her and saw another tentacle growing out of the wall.

Riful blinked again, and despite the panic and fear, she felt the brunette said, "...Oh." in the flattest, most even tone she could muster.

Fear showed on her face once more as Riful watched as two of the phallus-shaped tentacles in front slithered their way on over to her. She let out a startled cry and grit her teeth when she felt her arms being immobilized by those tentacles as they wrapped around her limbs and forced her arms above her head. Riful grit her teeth and with a growl, she pulled at her arms. Unfortunately, the tentacles held firm. Shaking and with her teeth gritting, even more, Riful tried to tap into her youki… only for the same result as before to happen.

She couldn't access her own damn power!

"What the _hell_ is this?!" She hissed. What was going on?! Why can't she use her youki or even transform!?

She snapped her head down and her eyes grew wide, even more, when she saw those things coiling themselves around her shins. "NGH!" Riful began to kick her legs and feet at them to no avail. "No!" then she let out an undignified gasp when the tentacles forced her legs open and she froze as realization slowly dawned on her.

The ones that coiled themselves around her arms forced them above her head. The ones that just coiled themselves around her legs forced them open. And there are _seven_ of those things. The tips were in the shape of a phallus as well… they can't _seriously_ be meaning to…

Riful received her answer when the remaining two tentacles in front moved towards her! They had moved faster than she had been expecting, and when she felt her pussylips being parted as the tentacle slithered its way into the depths of her vagina, Riful threw her head back and let out a loud sultry moan as she arched her back. The other tentacle who had gone unnoticed by now had found a nice opening to insert itself… and that was precisely what it had done next once Riful's mouth had been opened wide enough.

"_Huuurk!"_

Riful gagged around the tentacle as it forced its way down her throat. She groaned around it and tried moving her arms and legs again but it was no use. The brunette inhaled sharply through her nose when she felt the final tentacle poking, wiggling and prodding at her anus, and she threw her head back and let out a very loud squeal when it forced its way inside her ass!

Once the last hole was stuffed full of tentacle-shaped phallus, they started thrusting in and out of Riful with no warning whatsoever. They fucked her fast. And they fucked her hard. Giving her little to no time to adjust to their size.

Riful's struggles began aknew once that happened, despite it being futile.

"_Glurk!"_

_Whap! _

"_Gllag!" _

_Whap!_

"_Glak!"_

_Whap!_

But with each thrust, the tentacles made the weaker her struggling became until it got to the point Riful was unable to muster up the strength to fight back. The once feared being in Lautrec, one of the _three_ powerful beings in This World, was being fucked into submission by three tentacles after getting eaten by a damn _tail_ of all things.

How utterly humiliating!

Being so occupied with the tentacles fucking her silly Riful never noticed the tentacles moving her around. Now flat on her back, arms above her head and her legs spread wide open, the tentacles had more leeway with her. And the first thing they did was increase the pace of their thrusting twice fold, utterly ravaging her!

_Whap!Whap!Whap!Whap!Whap!_

As much as she wanted to deny it...Riful _did_ have to admit that this felt..._good_. Unfortunately for Riful, she had no idea that once she reaches her own climax, her end would come. And the tentacles were happily and eagerly forcing her to that point. The closer she got to her climax the more her body glowed a dark red - her body was slowly being converted into a mass of pure youki. And the more the tentacles fucked her, the more she was reaching the limit, the faster the conversion became!

There was little Riful could do to stop the inevitable. She could feel the excitement bubbling up from inside her, the tentacles forcing her more and more towards her end. As if they knew she was approaching orgasm, the tentacles suddenly sped up the pace of their thrusting.

_WHAMWHAMWHAMWHAMWHAMWHAMWHAM!_

This was it! This was the end! She felt the sensation of orgasmic bliss wrecking her body and Riful threw her head back as she let out an orgasmic cry around the tentacle that was still thrusting in and out of her throat. Her vaginal walls _clamped_ down right on the tentacle thrusting away at her and her anus tightened up around the one that was also thrusting away in her ass. And at that exact moment, the rest of her body turned dark red, becoming a mass of energy that still retained its feminine human shape, hair and all the other features; they were just coloured red. The tentacles never stopped though as they still thrust themselves in and out of Riful.

"_Yes~! Yes yes yes! More… give me _more!_" _Riful cried out in orgasmic bliss; her voice having a metallic tone to it. How she was able to talk so clearly with a tenting filling her mouth and throat she had no idea...but the girl was too far gone to care by this point.

Outside of the stomach-chamber, Cell could feel _everything_ he was doing to her in there. He had no idea he had done it but he never regretted it. And once he felt the conversion being complete, Cell instinctively knew it was time for the last for the assimilation.

Inside of the stomach-chamber, the ceiling of the 'room' directly above Riful began to wiggle and bulge before three tentacles grew out of it. Unlike the ones who were ploughing away at Riful, these three were coloured brown. Instead of the tips being in the shape of a phallus, however, these particular three had something resembling suction cups on it.

Suddenly all three of them lunged down! Two latched onto Riful's chest and the third and final one latched itself onto her clitoris; before Riful knew what was happening all three of them began to suck away at her, drawing her entire essence into Cell to become one with him! Riful let out another orgasmic scream one last time before her entire form was sucked up entirely into the suction cups and was fully absorbed, now forever a part of Cell.

Outside, Cell let out a loud and surprised roar as he felt a _massive_ increase in his pool of youki. The very ground itself cracked under his feet! He felt an intense rush as the brunette's mind and body was consumed into his very being! Once he was finished Cell fell on one knee, panting heavily and feeling a little lightheaded. Then he groaned and pressed his palm against his head as… he received memories. Memories that were not his.

He blinked and realization dawned on him. Oh...so _that_ was it then? Whenever he absorbed someone like _that_ he would receive their memories? He closed his eyes and concentrated and followed his instincts. Riful's mind was more complicated than he thought. When she said she was around for a long time, it was _not_ an exaggeration… she's been around for _centuries!_ And that wealth of knowledge was now his!

He knew everything now. He knew who Riful was and what she was. Riful of the West, self-styled Empress of the West. He knew about the Organization to the East, and the Claymores they make. There are 47 regions and a Claymore is assigned to watch over them. Which meant there are always 47 of these Claymores no more, no less. He knew about the Awakened Beings - who are Claymores that went beyond their limit, lost their humanity to their evil half and became the very thing they were made to fight.

He also knew about the Youmas. It turns out those monsters he had been absorbing for the past few weeks _are_ Youmas. And the Organization makes Claymores by finding orphaned girls, usually victims of a Youma, taking them to their Headquarters to the East before surgically implanting the flesh of these Youmas into every organ they can before letting the process of transforming into Claymores begin.

And Riful was one of the very _first_ of the female Claymores… that fool he had absorbed earlier was named Dauf and before he met his demise, he was one of the few Male Awakened Ones left in existence if Riful's memories were anything to go by.

After what felt like hours, but was in reality minutes, Cell had finished sorting out Riful's memories and experiences and stood up.

Cell let out a deep and booming laugh. That was admittedly..._fun_. He knew what he was going to do from now on! Why absorb these Claymores and Awakened Beings - at least the female ones - when he can just fuck them and absorb them whole as he had done to Riful?! Willing his phallus and scrotum back into his crotch piece and sealing it up Cell spread out his senses and began to look for the nearest youki aura he could find nearest to him.

This was going to be fun...


	2. Helen and Deneve

It had been a week since Riful had met her demise. And during those 7 days, Cell had been rather busy. The amnestic Cell was purposely avoiding Claymores and Awakened Beings. He had gotten lucky with Riful - the harlot had underestimated him and by the time she realized his intentions it was already too late - and so the tall imposing man had been working on increasing his pool of youki by absorbing the small fries of This World. The Youmas. Their youki was pitiful compared to the other youki-using people here, but they served the purpose to fuel him _and_ to keep himself under the radar so to speak. Not only that, but thanks to the memories he received from Riful's absorption, he was busy trying to recreate powers that use youki.

It was going… not so well. He had been unable to transform himself into a form that is similar to Riful's. Nor was he able to make any of those ribbons. He had long deduced the ability to transform was out of reach. Or maybe it was because he had _already _transformed? Well as disappointing as that was, Cell wasn't _that_ bothered about it. Why be disappointed when he was already strong? Why be disappointed when he can just grow stronger with every morsel that is absorbed by his tail?!

And that was what he had been doing: growing stronger. Cell had been absorbing every Youma he sensed in the vicinity and when he was finished, used Riful's castle as a base of operations and a refuge from the outside world. It was a slow process but it should keep him out of the Organization's attention until he was ready.

Unfortunately for him, the Organization already _had_ their eyes on him. Their Eye, the Number 3, had picked up a youki aura that was steadily growing in size in Lautrec, and she sensed it spike a week ago. She relayed this to the higher-ups, and the Elder of the Organization proceeded to send Numbers 15 and 22 to investigate.

* * *

Far from his position, two Claymores proceeded to a town that had once been infested with Youma. It had been reported that a batch of wandering Youmas in that region had just upped and vanished not long after. The 'Eye' had reported of a single youki aura had steadily grown in power at the same time that batch of Youma had disappeared. To Elder Rimuto that was no coincidence and because Numbers 15 and 22 were the closest they were ordered to go investigate.

Unknown to those two women however, the 'Eye' had standing orders to observe them from a distance and relay what is happening to Handler Ermita.

The first woman had silver-eyes, and pale blonde hair in a pageboy cut, but was parted down the middle and had one side tucked behind her ear. She had a feminine, triangle-shaped face and was pretty attractive. She was fairly outgoing and had a cheerful demeanour about her.

The second woman also had silver-eyes and pale blonde hair but was styled in a pixie-cut, giving her a tomboyish look. She had a very angular but tomboyish face with a noticeable forehead. She was an attractive young woman and looked unapproachable at first glance due to how stoic, calm and silent she looked, a vast contrast to her companion.

Their clothing was a uniform, a two-piece, skin-tight cloth bodysuit and iron spaulders with two slots in the back for the standard-issue swords they wielded, and the second slot was applied in case the wearer was left-handed, as the women were more specifically given two-handed swords to use. Aside from the shoulder pieces was a leather choker that bore their personal crests, a pair of vambraces, a pair of iron grieves, an iron fauld skirt, a cloth cape that served no purpose whatsoever, and absolutely nothing to protect anything of real importance... aside from their modesty.

All in all the two women were _very_ attractive looking and their uniforms left little to nothing to the imagination. Their search in the future, however, would prove to be a different kind of experience that not many of their organization would ever undergo.

They knew they were tracking something, but had no idea what it was exactly.

The first woman let out an aggravated sigh, "Ugh…why did they have had to send the two of us to investigate this town? There's nothing here…" she turned her head to look at the woman walking beside her, "Oi, Deneve, why'd they send us here again?"

The other woman, Deneve, closed her eyes and exhaled, "You just said the reason why we were sent here, Helen; we're investigating this town." the woman opened her eyes and arched an eyebrow as she turned to look at Helen, "But I might as well remind you: a large group of wandering Youmas were last sensed in the direction of the town. Then they upped and vanished. The God-Eye reported sensing a single aura slowly grow at the same time as the Youma vanished… and the Elder and Council did not consider it to be a coincidence."

"So they sent us here to investigate? Lucky us!" Helen droned on with fake enthusiasm.

"Yes, Helen, they sent us to investigate." Deneve turned her head and looked ahead, "We'll be there in around 30 minutes or so."

With a sigh of reluctant acceptance, Helen nodded and said, "Alright. Then let's get this done. I hope _something_ interesting will happen though. It would make the search a little more exciting to say the very least." she was tempting fate, the woman knew that, but life would be boring as _fuck_ if there wasn't some thrill in it!

And with that said and done, both Helen and Deneve continued on their way to the abandoned town. The women were completely unaware of a dangerous predator in the vicinity of the town.

* * *

Cell was… bored. The supply of those weakling Youma had begun to dwindle and started making things crawl to a halt. His plan to get even more powerful under the noses of everyone else would not be able to progress properly until he could locate more Youmas to absorb. He couldn't just rely on them attempting to move into new territory as a primary source now can he? With Riful's disappearance, he had expected her territory to now be a place where stronger youma would venture to! Of course, it had been a week since her disappearance, and it's not like it would be well known. The Abyssal Ones were a reclusive bunch and kept to themselves, so having one going _missing_ wouldn't raise any alarms right away since The Organization and the other two would most likely think she had gone into hiding. It _is_ part of their Corpus delicti after all. Their MO as it were.

Still, he had to be careful. He should not repeat Riful's mistake of underestimating those perceived to be weak. It's the reason he was cautious dealing with Awakened Beings… or even those of the same calibre as his greatest conquest thus far. From her memories, there would be two more… and he was wary of either one of them encroaching upon this territory. A confrontation was inevitable, but he had to grow in power before such an event.

And then… he sensed a presence. Two of them in fact, coming his way. It was different from the other small fry he had absorbed. Not quite an Awakened Being, but not as weak as a youma. From Riful's memories, they would be… hunters of a sort. They're called 'Claymores' by the locals here. Troublesome and yet… there was potential here.

Perhaps a test was in order then? Was he powerful enough to take them on? There was only one way for him to find out! With a deep huff Cell slowly got up off the floor and made his way out of the interior of the building he had been taking shelter in, inside of this nameless town - mainly because he didn't care to find out the name - and went to confront these two Claymores.

There was really no other explanation as to who they are.

* * *

Thirty minutes later in that same town, Helen and Deneve finally arrived to investigate it. Upon their arrival, the two women were met with...nothing. There was no one in the streets. Normally, this wouldn't be a cause for concern since the locals didn't exactly trust them and would more than likely run into their buildings and hide. However...there was something off about all this. When they were met with nothing it was in the literal sense! There should have been people outside _way_ before they got here! Frowning slightly Helen made her way over to one of the nearby houses, with Deneve following after her, and peeked inside through the window. There was nothing.

She quickly looked through the window of another house, and another, and another, and by the time she got to the tenth building Helen came to a conclusion: the houses were empty. And even more unnervingly, the wind seemed to be silent.

"...I don't like this," Helen muttered aloud as she scanned her surroundings. It can't be _that_ quiet. It can't be abandoned either. No town goes abandoned without _anyone_ knowing about it for this long! It didn't make any sense!

"It's possible the Youmas that came through here wiped out the town's inhabitants," Deneve said as she too looked around and felt the same way as Helen did. She didn't like this one bit. There was something _wrong_ about all of this.

"Y'think Miria would know anything about this?" Helen ponderingly asked her best friend while looking at the woman in question from the corner of her eye. "She's all for that conspiracy theorising stuff, so she would have _some_ idea, right?"

"It's unlikely," Deneve replied as she shook her head from side to side. "All Number 7 would have to go on are theories, not definite proof." she let out a sigh and marched on to delve deeper into the creepily deserted town, "C'mon. We still have an investigation to do."

"I'm tellin' you, I don't like this…" Helen whined; despite her protest, the woman followed after Deneve and matched her stride for stride. "We'll just take a quick look around and bugger off, right? Right!" she asked and finished before Deneve could even get an answer in. Deneve just sighed in exasperation, rolled her eyes, and kept walking as she was more than used to Helen's antics.

The two of them moved to another corner while investigating. Like from the other houses they investigated, everything was...chillingly empty. Some doors were open, some others were broken. Helen continued to believe this mission was total nonsense to be sent with Deneve while they could only find a place that was so empty it resembled a ghost town. Her friend has started to change her thoughts about this place. There was no human citizen, nor Youma disguised as a human, in the area that could shed any light that could change the uneasy situation.

"I don't sense anything," Helen muttered. Then she looked to Deneve and asked, "Can you?"

The woman in question shook her head, "No. I don't sense anything either."

Helen frowned and scratched her cheek, "I don't get it. Didn't Galatea say she sensed a Youma that grew stronger at the same time those other Youmas disappeared around here?"

"Yes, but it's been a week since then," Deneve answered. "That Youma most likely moved on long before we got here."

"Oh." Helen looked down towards the ground for a brief moment, before looking back up again, "Then… I guess we've done our job, right? We came. We investigated. We found nothing. Just a ghost town."

As much as Deneve wanted to say 'yes' and just leave this place, she knew their Handler would not be happy if they didn't at _least_ try and see what had caused this. With that thought in mind the woman replied with, "We should at least be thorough in our search."

"Awwwww…" whined Helen, but didn't do anything else. She would not abandon her friend. If something bad were to happen then they would get out of it together, as they always did. Helen looked to her left, then to her right, before looking ahead of her, "Well… there's plenty of buildings we can look through. Who knows, maybe we can find some clue as to what happened in one of them?"

It was a shot in the dark and would be like looking for a needle in a haystack, but it was the only idea she could think of at the moment. Figuring it wouldn't hurt to at least try, the calm warrior approached one of the houses to investigate its interior and find out the reason for this.

The door was busted open from the outside. Splinters and chunks of the door were on the floor on the inside of the building. Instead of going in through the front door, however, Deneve decided to take a look inside through the window first and peeked through it with squinting eyes. Unlike the previous houses she and Helen had looked like, this one had articles of clothing on the floor. Clothing that belonged to adults, teenagers, and children.

That was odd. With a near silent huff, Deneve pushed herself away from the window and made her way inside the building to get a closer look. After taking a quick look over her shoulder Helen quietly followed in after her. It's not like a thing the Youmas would do when they find their prey. Normally, the only remains from a Youma attack are human corpses with their chest ripped open.

Had Helen looked behind her and up at that moment, she would have seen a tall, green and black humanoid-like being with a powerful muscular body looking down at them from the top of a roof. He stayed up there, however, as he did not want to confront them. Not yet at least.

Back when Helen and Deneve the former was watching her friend look over the clothes. It was only after ten seconds that the woman put it back down with a sigh.

"Nothing I take it?"

Deneve stood up with a grunt and said, "Outside of there being holes in the clothes, nothing is out of the ordinary."

Helen gave Deneve an odd look at that. The way she worded that... "Hold on, are you saying there's more than one hole?"

Deneve shook her head and decided to correct herself and to clarify at the same time, "No. There is one hole. But each 'pile' of clothing has one. It's like something punctured it. Something thin. The hole is big enough for our index finger to go through."

"That's rather...odd."

"Tell me about it. This doesn't seem to be a work of a Youma." And if it was, then it wasn't like anything she had seen. Deneve stood up and looked at her friend with a serious frown, "We have been sent here to investigate this town. What we did find is a ghost town. Nothing is in the houses, except for a pile of clothes in some of them. That doesn't seem to make any sense since this place is empty."

"That's right." Helen agreed in her quite harsh expression about the unveiled part of their investigation. "Nothing unusual _and _interesting to be reported." She was just eager to leave to be completely honest. But the woman can't help but think they were missing something.

"Helen, you're not understanding the point of this," Deneve replied with a serious expression. With one of the clothes in her hand, she pointed to the hole. "Youmas don't make holes the size of a forefinger in the clothes of their victims. They viciously shred it, and the skin underneath, open for the innards. If this _was_ the work of a Youma then there should be blood and carcasses. There's not."

Helen frowned at that but nodded in agreement. "If that's true then that means we're likely dealing with an Awakened Being." However, there wasn't anything here for them to find and as Deneve pointed out to her earlier, if that Youma Galatea sensed a week ago had been here then he or she would be long gone by now. Not to mention said 'Youma' could easily be that Awakened Being.

One of Deneve's hands suddenly rushed towards the handle of her blade. For just an instant, she thought she sensed a spike of youki in the surrounding area. Something faint, almost traceable before it disappeared. She looked to her friend and found she had her own hand on the handle of her blade. So she sensed it too?

"...You felt that?" Deneve asked.

"Oh yeah. I felt it alright." Helen confirmed with a slow nod. "Think it's the Youma the Eye sensed?"

"...It's too early to say."

It was was silent for long moments, the pair fully concentrated on the task at hand. Despite Helen's previous take on the situation, she was perfectly capable of taking the present dilemma with a seriousness comparable to her companion. Youma are still in need of extermination after all, regardless of its uniqueness.

And suddenly… footsteps. Not the light or erratic footsteps of scurrying youma trying to move quickly from place to place; these were confident, deliberate, and heavy. It sounded as if it came from outside, but then it disappeared again.

"It knows we're here," Deneve said calmly. And if, indeed, it does know they're there… then there would only be two options for it: flee, or force a confrontation with them.

"This is an enclosed space. Let's take this outside where our movement won't be as limited." Helen replied. Deneve nodded in complete agreement. A wide open space for them to move around in is more preferable rather than an enclosed one.

Moving as one, they cautiously made their way outside half-expecting this new youma to already be there. They both slowly peeked their heads out of the doorway and looked to their left and right. But yet again, they were greeted by silence and nothing, so the two women moved on out of the building entirely and kept a close eye on their surroundings. The Youma was still around and while they sensed it briefly, to the point they were unable to gauge its power, they were more than cautious. After all, all it takes is for one little mistake to be made and they would be killed.

"Hiding from us? You're only delaying things!" Helen called out, her tone becoming cocky and overconfident. Deneve looked at her friend from the corner of her eye and let out an exasperated sigh. Of _course,_ she would go and do that. Goading the Youma to come out of hiding.

That was all that was needed to obtain a response from their observer, however. A rush of wind blew past the pair. But what happened next was completely unexpected! Their iron-plated armour was removed from their bodies, not much taken off as_ shredded_ from their physiques. Their plated armour fell to the ground with a loud metallic _CLANG!_ before their two-piece skin-tight cloth bodysuits were shredded into pieces shortly after. Helen and Deneve were now buck ass naked, and their breast jiggled upon being freed from their cloth prison.

Though the Claymores don't often have their bodies revealed, one can't deny the sight of their slender and toned figures. Both Helen and Deneve were at a loss for words.

"What just….?!" Helen started before hearing a deep condescendingly, mocking chuckle behind them. This was followed by a loud sound of flesh hitting flesh.

_SMACK!_

"Waaaah!" And both Deneve and Helen let out a startled squawk when they felt a stinging sensation on their ass cheeks after getting spanked. The smack was had enough force put behind it that it sent their cheeks rippling!

Helen was the first to feel something completely different afterwards though. Something long and hard slipped in between the gap of her thighs. She didn't even get to look down before another sensation could be felt. Large, meaty hands that grasped onto and squeezed and fondled her chest.

"Now this is more like it. A much better view." a deep masculine voice whispered into her ear. Instinctively, with her cheeks flushed, Helen attempted to elbow back whoever it was that's daring to touch her right now. At the same time, she tightened her thighs around the...whatever it was that is between her thighs. Unfortunately for Helen hitting the man behind her with her elbow did as much harm as hitting someone with a tiny feather.

As she attempted to fight to get rid of her ambusher, his hands squeezed and fondled her cleavage, pressing the woman's tits against the palm of his hand and her chest. Gradually, Helen felt a strange but pleasant sensation while their ambusher continued to explore every part of her where she enjoyed the most. As he fondled her chest, the woman lost control over her lower part, releasing her thighs and letting the hot rod thrust its way in and out. Helen shuddered as she felt her vaginal lips being ground against in such a pleasant way it sent pleasurable tingles up her spine. The large meaty palms kneading and squeezing her chest certainly didn't help matters.

Then the hands and the thick, hot object between her thighs was gone. And it was Deneve, who had turned to see what was happening to her best friend, who had felt different. Like Helen before her, something long and hard slipped in between the gap of her thighs, and a pair of large meaty hands grasped onto and squeezed and kneaded her chest. At the same time, she felt the hot rod thrusting in and out between the gap in her thighs while rubbing and grinding her vaginal lips against it.

"Ahhhh!" Deneve screamed in surprise and horror as she felt her body, her breasts and thighs specifically, being dominated by their adversary. Deneve looked down and her eyes grew wide in horror when she saw a pair of emerald green hands on her breasts. This was not something they had faced before. It was clear to her that this adversary of theirs was smart, cunning and patient to approach to his prey.

"Very nice… the view is just as good here too." a deep masculine voice whispered into Deneve's ear. Deneve grit her teeth and tried ramming her elbow back into the man who was molesting her so. Unfortunately, it was the same as before; it did as much harm as hitting someone with a tiny feather.

After several quick thrusts between her legs, the large meaty hands and hot rod left her breasts and thighs. With her no longer being essentially manhandled - which only lasted for several seconds - both Helen and Deneve, noting they were unarmed and naked, were quick to bolt away from the person who made them like this. Once a sufficient distance was put between them and their interloper, both women turned around and Helen did a remarkable doubletake at what she saw.

The thing before them was clearly male with a powerful, muscular physique. He had skin that was varying shades of green, being lime and emerald, with black spots mottled here and there. On his head were two jutting sections that went straight into the air with a 'ball' forming together in-between, and protruding from his back was a very long and thick tail that's segmented orange and black, with a thin needle-like stinger on the end of it.

And where the orange crotch piece would be, was the 10-inch phallus at full erection and the apple-sized scrotum hanging out like a satchel. The black coloured glans penis was pointed directly at them, with some pre-come dripping from the pissslit.

The women were astonished to see him for their first time. That powerful being who took the whole town by decimating its citizens and left them naked to be taken by surprise with his big hands and cock. Deneve's heart started to beat in despair as she saw him. Her skin crawled as she felt the phantom sensations of his dick thrusting against her thighs.

As for Cell, he was a little distracted by their sexy nubile bodies. His eyes were drawn to their tits and vagina and he liked what he saw. Their bosom was in the area of being a high C-cup to D-cup. His tongue slipped out and he audibly licked his lips in a lewd, approving manner. His dick throbbed with anticipation and his scrotum churned with the need to expel its contents.

"I'm going to take him out, right now!" Helen shouted as she is about to grab her sword and go over there to slice him in half. Before she could move, Deneve halted her by holding her hand. "What now, Deneve?!"

"Helen, we have no idea how strong he is. I suggest you make a strategy before facing him."

Helen looked at Deneve as if she had said something completely stupid. "And why should I think of a strategy?! Deneve, you saw what he did to us! He tore our clothes apart, and took advantage of us!" All that groping and thigh thrusting made her feel...weird. It felt good, admittedly, but it wasn't voluntary!

"Yes. That is true. But we have no idea how strong he is or what would happen if he defeats us. Facing him with no plan but to make him pay for what he did to us is foolish!" Deneve said in an attempt to reason with her best friend.

Cell would've snorted with contempt and amusement at them. They weren't even trying to be be subtle in their plan of action towards him. He could have gone and absorb them whole while they were distracted, but why do that when he can have some fun first?

"Forget that!" Helen growled as she, to Cell's pleasant surprise, stretched her arms to get their claymore swords and brought the weapons to them. "I don't want to keep looking like this! Being stared at and naked…" she let out a deep growl at the back of her throat, "we should have left this town when we had the chance! But nooo you just had to convince me to stay and keep looking!" Helen glared daggers at the tall man; her intent was clear: she was going to take that fucking thing's head if it was the last thing she did!

As she took her claymore from Helen, Deneve sighed to that response from her friend. Knowing the mission would be scrapped if they decided to leave the town from the moment there was nothing to be reported, she knew they have to fight now that they are standing before an adversary. With her sword at her hand, Deneve assumed her fighting stance with Helen following suit. Their breasts jiggled from the motion and drew Cell's eyes to them like a moth to a lamp.

His hands at his sides, but more than ready to intercept, Cell waited for the Claymores to make the first move. And make the first move they did. The colour of Helen's eyes changed from their silver to a glowing gold as she used 10 percent of her yoki; the eyes themselves also went from looking human, to a feline as they narrowed and slanted vertically. Then the woman bent her knees and dashed towards Cell, leaving a small trail of dust behind her.

In a hastened jump towards her target, Helen launched a ferocious attack with her sword, hitting him from every direction she could get him at when gravity took hold and continued attacking when she landed. The motions of her sword strikes made her breasts jiggle and bounce enticingly, but as they are facing a different opponent from Youmas, Cell effortlessly dodged from every attack. And for the Helen's displeasing surprise, her last attack has been countered as he immobilized her hands with his tail and coiled around her stomach.

"Oh _shit!_" Helen cursed and she immediately started struggling for freedom.

"Helen!" Deneve shouted upon seeing her friend being detained by their foe. Shortly before she could intervene to help her friend, they heard the laughs from their opponent.

"You thought you could outmatch me?" Cell laughed as he held Helen on her hand and belly. He took her sword from her hand and threw it away. It spun through the air before landing on the ground, with several inches dug deep into the earth. "I was expecting a challenge from you."

For the other's shocking moment to witness, the big hand from the ambusher reached up to grab onto Helen's breast, and he squeezed, kneaded and jiggled her tit with a mocking laugh. She screamed by surprise while her body moaned as he delighted with this. Her unchanged cat-like golden eye closed and clenched her teeth, gradually losing her strength to struggle.

"Tell me. Do you like this?" Cell whispered into Helen's ear as he jiggled her tit. "Do you like this sensation? I know you like this. Don't you?"

"I... I…" Helen moaned as she tried to resist that strange-pleasing sensation. Despite that, she tried her best to resist it. But her instincts drove her to lose control over herself. "I… I feel… so good..." she mewled pathetically, shuddering as pleasant tingles spread throughout her body. While that was happening, Helen's eyes changed back to their normal silver and her youki settled down.

As Deneve is the only person free to fight this ambusher and free Helen, she charged with all her strength towards him. Her eyes changing to the same colour as Helen's, while the iris narrowed and slanted into vertical slits. Her approach did not go unnoticed by Cell, who spared the woman a quick glance before bringing his attention back to Helen. Deneve rushed with her sword, ready to attack.

"Leave Helen alone!" The Number 15 approached fiercely to land a hit on him. Noticing her arrival, Cell sent a smirk the woman's way and both he and Helen disappeared before Deneve's eyes. The attack failed and to make matters worse he took her friend with him.

"What?! H-Helen!" Deneve shouted in fear for her partner. Disappearing like that before her eyes made Deneve terrified for her best friend's safety. And to make matters worse she couldn't even _sense_ him! His youki was heavily suppressed! "Helen! Helen! Helen, answer me!" she cried out pleadingly for her friend, hoping that the woman would answer to her cries.

Deneve looked at every corner of this place in hopes of spotting Helen and her captor. Nothing at her left side, nor her right side. Deneve was about to dash off to try and find her friend, when she felt a large hand grasping her shoulder. The woman let out a startled gasp as she was turned around. Before she could even lash out at her attacker Deneve had her sword yanked out of her grasp and she could only watch with despair as Cell tossed it aside, far away from her grasp. It landed directly beside Helen's, with several inches dug deep into the earth as well.

"Shit…" Deneve stared up at Cell and saw her best friend was still immobilized by that thing's tail. But now he was focused on her instead of Helen.

Deneve felt his hand holding her shoulder tight, which made it difficult to struggle to be let free. She could shake and pull against the tall Youma - what else could he be? - but he maintained a firm grip on her. Similar to Helen, Cell moved his other hand towards her chest and started to squeeze, knead, and jiggle her tit. She clenched her teeth as she kept her gaze to his hand squeezing and jiggling that area from her body. Then, he approached to her ear.

"Did you think I forgot about you?" Cell whispered with a smile to Deneve's ear. "I didn't forget, my dear. You're the next one after all!" the way he spoke to her was both belittling and condescending. Like neither women were a threat to him in any manner whatsoever.

Cell tightened his grip on Deneve's breast as he continued to enjoy her after his time with Helen. There was no escape for the two of them now that her captor proved to be superior to them. He was faster, more reactive, and stronger than them. Both Deneve and Helen came to the conclusion they would stand little to no chance against him the way they are now. All they could hope for was a miracle. Like how Number 47 and Number 6 managed to turn the tides during that Awakened Being Hunt they were on a while ago.

Then with a deep booming laugh, Cell thrust his hips forward and Deneve let out a startled squawk - similar to a scandalized schoolgirl - when she felt his phallus slipping into the gap between her legs once more. And he started thrusting his dick in and out almost immediately, sawing the upside of his cock against her vaginal lips. When Deneve tried to pull away, to not have his dick between her thighs, Cell took his hand off of her shoulder and reached down to grab and palm at her ass and held her in place. He even used his considerate strength to pull the woman against his thrusts until his pelvis slapped against hers.

_Whap! Whap! Whap!_

Deneve groaned and mewled as the phallus made repeated thrusts between the gap in her thighs. She instinctively tightened her thighs around it and made Cell groan in pleasure and to speed up his thrusting.

_Whap whap whap whap whap!_

Letting out a defiant huff through grit teeth, Deneve closed her eyes - which had turned back to their normal silver, after her youki died down - and tried her best to keep back the moan that threatened to escape the back of her throat. It ultimately ended in failure when she felt his large, meaty hand start kneading and caressing her buttcheek and the one on her breast wasn't idle during that time either, as it moved from one breast to the other and gave it the equal amount of attention he had given to the other.

Cell let out a bellow of a laugh that was both disdainful and contemptuous, "Pathetic! Where is your fire? Your will to fight? You were so eager for a fight earlier! What happened?! Don't tell me a dick between the thighs and a little feeling up is your weakness!" He taunted while he maneuvered his tail around so Helen could be brought to the forefront.

"Weak?!" Helen snarled and began to struggle against the tail binding her to no avail, "Lemme go, I'll show _you_ weak! You…" Helen groaned with exertion as she tried to pull her arms free, "green-skinned... Freak!"

Alas, Helen's attempt to free herself didn't work and it just made Cell laugh at her - at _them_ \- even more. Of course, the woman's attempt to get herself free had the side effect of making her naked breasts bounce and jiggle. Cell enjoyed the show she was giving him.

"When. I. Get. Free. I will avenge _everyone_ in this town you killed!" Helen promised through grit teeth; except for the Youma, they can go to the deepest parts of hell for all she cared.

Cell snorted at her not-so-threatening threat. The only way she will be getting _free_ is when she is finally a part of his pool of youki. The same applied for Deneve too. And their power becoming his was close to being executed. The first part for the assimilation - getting them in the nude - was complete. Now all he had to do was open his stinger into the bell-shaped funnel and absorb them whole. He _could_ do that right now - convert their bodies into human-shaped youki, then assimilate them with his suction-cup like tentacles and be done with it.

But where's the fun in ending it like that? He wanted to have some fun with them first. Then, and _only_ then, when his fun with them is finished he will go and absorb them. But how to do it? Should he uncoil his tail and let the one bound by him free, and take her first? Or should he first take the one he is thigh-fucking? Or, even more deliciously, should he take them both at the same time?

As he thought on his plan of action the beginnings of an idea began to form. He heard the woman bound by his tail saying they came to this town and were looking. Looking for something? The only reason they could be here is for the Youmas he had been absorbing; if that is the case, then he wasn't as subtle as he thought. Still that gave him an inkling of a plan and he knew the _perfect_ way to put it into action.

Cell looked to Helen and gave her a condescending smirk, "I heard you mentioning coming here and looking for something. I suppose the two of you came here to find the cause of the Youmas disappearing in the area."

Helen scowled at him, "I ain't saying shit!" she spat; her tone was filled with disgust and contempt for this creature. This..._thing_ that held her hostage. She was going to find a way to get them free and kill it together with Deneve. Mark her words!

That made Cell chuckle. He liked her spunk. This one had quite the fiery personality, "That wasn't a denial either, my dear," Then Cell made a show of looking thoughtful before he stopped thrusting his phallus between Deneve's thighs - much to her relief. "Tell you what: I'll tell you what happened to the Youmas here, and I'll let you go…"

Deneve noticed how he trailed off and knew there was more to it than just that. "I'm going to regret saying this, but I'm sensing a _but_ in there." The grin Cell gave her told the woman she hit the nail.

"_But_, you'll have to please me."

"Please you- what the hell do you mean by that?!" Helen demanded.

Cell let out a bellow of a laugh as he turned to address Helen, "It's exactly as it sounds! You're both naked. You're unarmed and at my complete mercy! My 10-inch dick is waiting for a mouth - or two - to worship it! You both are smart to put two and two together, aren't you?!"

An _very_ irritated look appeared on Helen's pretty face, and it looked like she was about to curse him. Just as her mouth opened - most likely to say something degrading towards Cell - whatever words Helen was about to say died on the tip of her tongue when she heard Deneve speak up.

"If we do this, you'll tell us what happened here? You'll let us go?" Helen sent a shocked look her way; though Deneve made sure not to look at her best friend after uttering those words, she could still _feel_ the eyes of her friend on her.

Cell let out another chuckle and pulled a soft moan from Deneve when he gently squeezed her buttocks, "Of course, I'll let you go," he'll let them go into his pool of youki that is, but he wasn't going to let them know about that, now was he? "I am a man of my word!"

Closing her eyes Deneve took in a deep breath before letting out a reluctant huff, "Fine, then. We'll please you, as long as you keep your word."

Helen didn't like what her friend just said if the silent look of betrayal she sent Deneve's way was any indication. Shortly before Deneve could get started, though, she heard Helen say, "You… you're not seriously considering this... right?" The woman let out a quiet grunt after her feet touched the ground when Cell uncoiled his tail.

Having backed away a little ways away from the...freakishly tall man, Helen and Deneve were now standing side by side, and the latter bit down on her bottom lip when Cell withdrew his dick from between her thighs. Now they were standing before Cell, butt ass naked, with a monster-cock in front of them that was just waiting for a hole to be stuffed into.

"If we don't do this, we might not get what we need." As much as she did distrust the Organization, in no part thanks to Miria sowing the seeds of doubt, they _were_ here to investigate the disappearances of Youma. If this male _thing_ was going to give them that information, and let them go on top of that, then 'spoiling' herself is a small price to pay.

Too bad they weren't getting out of this town.

Helen tutted with resignation. "Alright. Fine, I'll do it. Just for getting us out of here with the information."

The two of them approached Cell. They kept their gaze into his eyes, just before they move to his legs. Deneve and Helen exchanged their attention to themselves, then back to his dick. Both women stared at the 10-inch prick that had been thrusting in-between their thighs. The mighty cock was black black-spotted and emerald-green on the top. The underside was segmented yellow and the glans-penis itself was black in colour. They were astonished by it as they continued to stare, taking in its sizable three-fingered girth with analyzing eyes. Instinctively, Deneve felt that motivation of grabbing his cock and stuff her mouth full with the glans. So that was what she did.

Opening her mouth wide in a large O, Deneve leaned in, stuck her tongue out and inhaled that dong with a hungry "Ommph!". The glans penis being so big it immediately forced Deneve's tongue to be pinned down at the bottom of her mouth. The woman tried to wiggle her tongue free, but all that did was make Cell feel pleasant sensations running through his dick. Deneve just gave up when a near minute passed and so she started bobbing her head up and down on the cock, and tried to cram as much of the phallus as she possibly could into her mouth. She hollowed her cheeks and made a tight suction around the prick with each withdrawal, and let out a hungry moan when she descended back down on that dick.

Cell let out a deep groan as he felt his dick get encompassed by Deneve's mouth. He closed his eyes, a smug feeling welling up from within, and released a deep breath. That woman sucking him off had a good mouth on her. Helen continued to stare at her friend while squeezing her hand and mouth on the big phallus' lower segment. Then, Deneve withdrew from the cock completely, as she needed to catch her breath and for Helen to take her turn to please him.

Helen leaned in towards the now freed cock with her mouth opened and her tongue out. It was obvious what the woman planned to do first. The tip of her tongue flicked and circled around the the glans, picking up some saliva drips from Deneve's mouth after she withdrew, making Cell groan out as more pleasure from Helen's oral ministrations ran through his dick. And after a near minute of doing this, of mentally preparing herself, like her friend before her, Helen opened her mouth as wide as possible and took in the black coloured glans into her mouth with a loud defiantly-sounding "Oomph!" of her own.

With the other woman pleasing him as Helen mouth tightened on the tip of his glans, Cell gave a joyful smile as he groaned to that pleasant sensation spreading across his glans penis and the remaining inches of his dick. Helen took in a deep breath before lunging her head further down on his dick, the sheer size of it forced her tongue to the bottom of her mouth. The woman let out a sulty moan as she tightened her lips around the girth, sucking around it as she kept going down until she could feel the very tip of his phallus poking the entrance of her throat. Helen was quite good at sucking dick, and Cell felt he was quite lucky to be able to experience her skill with the tongue and lips. She wasn't as good or as skilled as Riful - before he started facefucking that harlot - but the woman was good at it in her own way. Unknown of the thoughts running through Cell's head, Helen continued to please him with her mouth. Meanwhile Deneve finally regained her breath after her turn with Cell's dick; when she saw her friend quickly bobbing her head up and down on that dong, she licked her lips and went back in to suck a little more. Now, the things seemed to heat up for Cell with two naked women sucking his big dick.

Deneve puckered her lips and kissed Cell's scrotum, before she stuck her tongue out and started lavishing it with her saliva. Another groan was pulled from Cell's throat when he felt that; he found this to be utterly hilarious truth be told, but never let them know. He didn't even have to do _anything_ and they were more than willing to give him as much pleasure as they possibly can! Of course, it was under the pretense that they would get information on what happened to the residents of this town and that they would be going free. After spending some attention to his scrotum Deneve slowly moved up, dragging her tongue and suckling around the skin of the ballsack and the big dick. When she got to his glans encompassed by Helen's mouth, the other withdrew from his cock so her friend can suck on it one more time. Without hesitation Deneve opened her mouth wide took glans, and two inches back to her mouth with a loud "Oomph!" and started sucking and slurping on that dong as if her life depended on it!

_Suck! Slurp! Sklurp!_

Though he didn't show it, Cell was impressed and very, very pleased at how quickly Deneve started debasing herself for his pleasure. Ha! What a slut! And what's more, literally seconds after Deneve took his perfect cock back into her mouth, Helen went to the side and latched her mouth onto it and started sucking and licking on it herself! She even went as far as to reach up and gently knead and squeeze his scrotum.

These two women never cease to please Cell. Even as they looked up at him with glaring, but shamed eyes. While she had some pleasure doing this deep down, Helen would rather _die_ than admit to that. Nevertheless she kept suckling and slurping on Cell's dick, hollowing her cheeks as she formed a tight suction around his girth and tried to figuratively suck the skin off his dick while Deneve continued to delve further and further down and try to take as much dick inside her gullet as humanly possible before having to come back up for air.

_"I'm only doing this so we can get out of this alive. That's all,_" was what Helen told herself in her head. She kept sucking him off with Deneve bobbing her head up and down on the cock; many times Helen and Deneve almost touched, only to pull back before their heads could bump into each other.

Cell groaned in pleasure. The longer they did this, the more excited he became, the faster could feel the base of his dick forming a knot. Having been through this before with Riful, Cell knew he was close to orgasming. He wasn't going to tell them though. Soon enough the pleasure became too much for Cell to hold back and with a groan his dick expanded as his jizz spurt out of the pisslit like a fountain.

Helen's eyes snapped wide open as she felt her gullet getting stuffed with semen and tried to withdraw immediately. Unfortunately for her Cell put a large meaty hand on the back of the woman's head and pushed her down on his cock until he could feel his glans penis down her throat. Now Helen had no choice but to swallow everything that spewed down her throat. Cell wasn't that cruel to leave Deneve out though! Once he felt Helen had gotten enough of his seed into her stomach, Cell pulled out of the woman's mouth put a meaty palm on Deneve's scalp and forced his still cum-spewing cock into her orifice and down her throat.

Like Helen before her, Deneve had no choice but to swallow everything that entered her throat. Once the flow abated completely Cell finally allowed his dick out of Deneve's throat and willed both his scrotum and phallus back into his crotch piece.

_Sliiiiiiiiick! _

_Pop!_

Cell let out a laugh as he took in their slightly ragged appearance. The two claymores were rubbing their throats, to ease the discomfort they felt at having their next expanding to accommodate his perfect cock.

"I suppose it's time I keep my part of the bargain: I will tell you what happened to the residence of this town." Cell told them; as he said he was going to keep a _part_ of his bargain and tell them what happened.

"About...goddamn _time_!" Helen growled, glaring up at him from her place on her knees; her arms were shaking as if she was trying to keep herself from strangling the bastard in front of her. Deneve would have said her friend's name in warning, but her throat was sore. The side effect of not being able to adjust to Cell's dick accordingly. "Alright… tell...tell us what happened here!"

Cell shrugged and gave the woman a condescending smile. His answer was short and to the point. "The townsfolk that lived here? I absorbed them. The Youmas that were here a week ago? I absorbed them too."

There was a very tense silence after that admittance, and it was only broken when a disbelieving Helen said, "Bullshit, there's no one who can do that…!" this man _had_ to be lying. There was nothing that could absorb Youmas in This World, he had to be lying!

Unlike Riful, who had centuries under her figurative belt when she was still alive, neither Helen or Deneve heard of any Awakened Ones that could absorb the youki of other Awakened Ones and Youma. To them the possibility of that was abysmal.

"Riful of the West didn't think so. In fact, when she came to investigate why Youmas were disappearing a week ago in her own territory, she herself told me she had a few encounters with Awakened Ones who had that kind of power. That was right before I absorbed her...after she tried to seduce me onto her side after I killed her consort." Cell admitted, revealing that part as if it wasn't that big of a deal. While he talked to the women Cell used this distraction to get his tail lengthen itself and move behind them. The stinger of the tail opened up into a wide bell-shaped funnel above their heads. Unlike a week ago, liquid was not seeping out of the gaping maw but it was still damp enough.

Once the realization is in their eyes, that will be the perfect time for him to strike and bring these claymores into his stomach chamber, convert them into human-shaped youki and assimilate them into his growing pool of power! This was sickeningly easy if he was entirely honest, but he was most certainly not complaining.

Both women couldn't believe their ears. He had a run in with Riful The Abyssal One of the West one week ago? How come no one heard of this until now?! That was bound to have drawn some kind of attention or commotion! But if what he said was true, and both women knew he was being _very_ serious about his claims, then he was around for more than a week! Which means he had plenty of time to grow stronger… realization dawned in their eyes and both Helen and Deneve realized just how dangerous this Awakened One - because what else _could_ he be? - can become if he's not stopped soon.

When he saw the look on their faces, Cell smiled gleefully; that was the look he was looking for!

"Well, I suppose it's time to let you go…" he told them, and before they could react, Cell's tail dashed down towards their heads and suctioned down to their shoulders! The shared space in the bell-like funnel had forced the women to press up against one another.

"W-what!?" Helen cried out as she and Deneve quickly reached up to try and shove the thing off their heads and shoulders with one arm each, since their right arm was pinned at their side due to their close proximity to one another, "L-Let us go! You _said_ you'd let us go you bastard!"

"I don't know what you're talking about," Cell replied with a condescending tone, before letting out a villainous laugh, "I _am_ letting you go… go and join my ever increasing pool of power that is!" with another laugh, Cell forced his tail further down to their biceps and over the mound of their breasts.

Both women now were unable to move the top of their arms. Even worse, there now was some kind of liquid dripping down from above. Coating them, wetting their hair and dampening their skin. It made it easier for the tail to slip them further and further up inside of it!

Helen and Deneve both looked up to see where the liquid was coming from with one eye closed, but when they did, all the women could see was pulsating red flesh through a small dark looking tunnel that would be too tight a fit for the both of them. And thanks to the weeks of absorbing Youmas, the smell of death persisted and even worse it smelled even stronger! It wasn't long until both women felt their legs and feet leaving the ground!

"Y-You bastard! That wasn't what you promised!" the understandably, rightfully pissed off, and steadily panicking Deneve cried out in protest. Her voice was slightly muffled due to her head being close to the tight tunnel.

Cell just let out another laugh, "Correction: I said I would let you go, but I never said _how_,"

Now that they were suspended in the air, Cell's tail started pumping and flexing as it actively got started on sucking them in. Nevertheless, the women kept on struggling, feebly but defiantly kicking their legs in the air in a vain attempt to get free.

And as more and more of themselves got pulled into the tail, Deneve and Helen both tapped into their youki. Once their strength is augmented, they will break free of this tail, get their swords and kill the Awakened One before he becomes too much of a threat… at least, that was the plan. Unfortunately for Helen and Deneve, much like Riful before them, they were unable to tap into their youki as Cell was taking it from them the moment he got his tail on them. Soon enough, Helen and Deneve's bosom was finally enveloped and Cell's tail started pumping and flexing as it got started on pulling the rest of them inside, sucking them in towards their navel and pinning their arms tightly at their sides.

"_This_ is how I absorbed Riful, you know," Cell told them in a casual manner, talking as if he wasn't about to kill the two of them and acting like everything was normal. He knew full well they could hear him, "She tried using her youki, the same as you are, but it was no use. Once my tail got a hold of her, it began to siphon her power into me. The more youki she brought out the faster I took it."

Their heads entered the tighter confines of the tail proper as the women were finally sucked up to their navel, and for them things got even tighter as they went through some sort of opening. They recognised it though. The pulsating red flesh from that tight opening.

"Helen... are you... alright?" Deneve grunted, trying her best to turn her head and look at her best friend she was currently pressing up against. It was… hard to talk. Hard to move. Hard to do…_ anything_!

"Just… peachy… all things… considering," Helen grunted back through grit teeth. "Can't… move… to tight." It was very tight alright, the pulsating red flesh was pressed firmly against her face and the ability to talk was like a damn chore!

The two women kept traversing up the tail as it flexed and pumped. They felt their navel getting pulled inside, with their hips being next while their shoulders began to make the tight squeeze into the tube of Cell's appendage. From the outside of the tail Cell watched as their shapely forms slowly moved up his tail, and once he felt their shoulders finally reaching the tail proper he knew it was going to be difficult getting the both of them in. For one, they were full grown women while Riful had the appearance of a teenager. Two, Riful was alone, he was trying to absorb two people at the same time.

Still, Cell was pretty damn sure what he did the last time would work just as well here. So that was what he did, and with a particularly hard jerk Cell opened the bell funnel wide and forcibly pushed and sucked the shoulders of his two preys, along with the widest part of their physique inside and sealed it back up again. All at once their hips, buttocks, and hands were all trapped within the first chamber of the tail, with their breasts, shoulders, arms and heads in the second part. Now that hurdal was out of the way the easier part of this can begin, and Cell started sucking in their legs like a noodle until their feet was all that remained on the outside.

"It's now time for the two of you to say goodbye, and to say hi to your new home... kehehehehehe!" Cell told them ominously before cackling aloud, the sound resembling a deep booming bellow. There was one final jerk and the feet of Helen and Deneve were sucked in with a loud _THOOMP!_ the maw of the tail closed itself back to its needle headed shape as the Helen and Deneve were pushed through the terribly cramped confined of Cell's unique organ and to his back, where they would go through the conversion process Riful had underwent.

The inside of the tail was almost pitch black for the two women, but they could see the disgustingly pulsating red flesh thanks to there being some light source. It wasn't much but it was better than nothing. The rhythmic squelches of saliva as they were pulled further and further up this fleshy tube made the whole thing seem like it would go on forever… but it wasn't long until they reached their final destination at the base of Cell's back and with a loud _SCHLUP_ they were squeezed into a stomach-like chamber.

Both Helen and Deneve landed on their faces with a soft grunt and were pushed further along the ground as the rest of them entered. As they pushed themselves onto their hands and knees, both Helen and Deneve took a deep breath and were relieved to find there was plenty of air in here. Not to mention it was oddly clean and did not have the stench of death.

Then Helen looked up and around, "What the heck…?" she asked, rhetorically, aloud in surprise and shock as she took in their new surroundings. Hearing her best friend talk Deneve looked up and her mouth couldn't help but drop at what she had seen.

The chamber they were in was big. Big enough to fit in more than two people it seemed. The walls, the ground, hell even the damn ceiling was a dark pink. Where ever they ended up it looked really trippy and utterly alien to them.

"Uh… D-Deneve…" Helen called out, as she tried and failed to keep the nervousness out of her voice, "What… what do we do?"

The woman in question didn't even need to stop and think about it. To her the answer of obvious, "The least we can do…is to find out a way to get out of this place and warn the others about this guy."

That was a good plan. It was basic but a good plan nonetheless. Helen looked behind her and was about to try and crawl through that tunnel they came through, only to pause. "Uh… Deneve…"

"Yeah?" the woman in question did _not_ like the sound in her friend's voice.

"...The tunnel we just came through is gone."

Ooh, that was just _not_ what she needed to hear! The passage they slipped out from was their only way out!

As if to make their way even worse, the walls, floor, and ceiling around Helen and Deneve started wiggling and bugle, as if something was trying to grow out of it.

"What... what the hell is going on now?" Helen rhetorically demanded as she wildly looked around. Everywhere she looked, she could see bulging and wiggling surfaces! Was something trying to get in?!

Helen got the answer to her mental question when something grew out of the walls. A veiny dark pink coloured phallus-shaped tentacle. She quickly looked around and found thirteen more tentacles of the same colour emerging from the walls, floor and ceiling.

Both women blinked as they took them in; it wasn't hard to guess what their purpose was, since the heads of these things were in the shape of a penis.

"...Well, shit," surprisingly, it was the calm and collected Deneve who said that; using the flattest tone Helen had ever heard from the woman. Deneve just sounded _done_ with everything.

Eight tentacles quickly slithered their way over to the two ladies, and despite the struggle they put up their limbs were quickly immobilized as the tentacles wrapped around their limbs, forcing their arms above their heads and their legs spread open. Any attempt to tap into their youki to fend the tentacles off had ended in failure and soon enough, both women had all four limbs firmly secured in place.

Two tentacles slithered over to Helen and another two went over to Deneve. And at the same time the two women felt their vaginal lips being parted, and their reflexively clenched assholes probed by them. Then they wiggled and slithered their way into their cunts and anuses, and started thrusting away almost immediately. Both helen and Deneve threw their heads back with a loud sultry moan as their backs arched. The third and final ones found a nice opening to insert themselves now, and once their mouths opened they took the opening presented to them with no hesitation.

_"Huuuuuurk!"_

Helen and Deneve gagged around their respective tentacle as it forced their way down their throats. The tentacles started thrusting inside Helen and Deneve's mouths, and with all three of them pounding away at them, both women were quickly reduced to squealing messes. They fucked them fast and they fucked them hard, giving the women little to no time to adjust.

_"Hrrrnk!"_

_Whap!_

_"Glang!"_

_Whap!_

_"Glurg!"_

_Whap!_

_"Glaaak!"_

Being so preoccupied with the pleasure ravaging them, neither women noticed themselves being turned around on their back. Now flat on their backs, with their hands above their heads and legs spread open the tentacles were free to fuck them as fast and as hard as they wanted. And that was precisely what they did, as they increased the pace of their thrusting twice fold, and utterly ravaging them.

_Whap!Whap!Whap!Whap!Whap!Whap!_

Sadly for the silver-eyed women, they never noticed how their body was changing. How their skin was changing colour. Going from their whitish complexion, to a glowing dark red. The faster they were being fucked, the faster they were brought to their limit, the faster the change became! They were being converted into a human-shaped mass of pure youki! There was little they could do to stop it; they could feel the excitement bubbling up within them as the tentacles forced them more and more towards their end. As if the tentacles knew she was approaching orgasm, the tentacles suddenly sped up the pace of their thrusting and went three times their original pace!

_WHAMWHAMWHAMWHAMWHAMWHAMWHAM!_

That was it! Helen and Deneve both threw their heads back and let out an orgasmic wail as they felt the sensation of orgasmic bliss wrecking their body. Their vaginal walls clamped the fuck down on the tentacle thrusting away in their cunts, and their anuses clenched down on the one fucking away at their asses.

That was when the rest of their body, hair and all other features included turned to glowing red in an instant. The conversion to a mass of human-shaped youki was complete. The tentacles however never stopped thrusting away at them.

_"Fuck yeah! Fuck yeah, fuck yeah, fuck _YEEEEEAH!_" _Cried out the currently orgasaming Helen. Her voice had gained a metallic tone, and sounded aetherial at the same time too. Since she was now a mass of human-shaped youki, she no longer had the need to talk normally. She had no idea how that was possible… but she was far too gone to care.

Deneve was in a very similar state as her friend, _"Yeeeesh! Fuck me! Fuck me! Fucking _fuck _me!"_ her voice had the same metallic tone and aetherial sound as her friend Helen. Gone was the calm and collected woman that her comrades had known her to be. Right here, right now, was a Deneve who was too far gone in her pleasure, a Deneve who wanted _more!_

As the tentacles continued to fuck the now human-shaped bodies of Helen and Deneve, the ceiling above began to wiggle and bulge, before six new tentacles emerged. These six were in the colour brown and unlike the ones fucking away at the women below, the top of them were in the shape of suction cups.

They quickly advanced towards Helen and Deneve, with the tentacles thrusting away at their cunts and assholes suddenly pulling out at their approach and withdrawing themselves back to whence they came, and latched themselves onto the breasts and clitoris on both women. They just had enough time to let out startled, scandalized gasps when they felt the suction cups latching themselves onto their tits and clitorises. Then the brown tentacles began to flex and pump away as all three of them began to suck and gulp away at their breasts and clits.

_Suck! Gulp! Suck! Gulp! Suck! Gulp!_

_"AAAAAAAAAAAAAAH!" _Both Helen and Deneve threw their heads back once more as they let out one last orgasmic-filled scream, before their entire form was sucked up entirely into the suction cups and absorbed.

They were now a part of Cell...

Outside, Cell felt the familiar feeling of his pool of energy increase with the new additions being added to it. Now that he was expecting it this time around he was less surprised when it felt his power increase as the blondes mind and body were consumed into his very being. Their power wasn't a massive boost, not like Riful's, but he could feel himself growing stronger. Cell closed his eyes and sorted out the rush of memories he received from the two of them.

Oh, how interesting!

Deneve had absurd regeneration capabilities?

He wasn't surprised when he learned Helen could stretch out her limbs like rubber. She showed it to him after all.

Nevertheless, something told him their assortment of power would prove useful in the future.

He learned about the Number 6 Phantom Miria and her ability to move so fast she left a mirage behind her that would fade away like a phantom. Her power would be useful to him. She also seemed to know a lot more about what is going on in This World so her knowledge would be of immense use to him as well.

He also learned, through Helen and Deneve, about this so called God-Eye Galatea who was Number 3. Ophelia the Blood-Soaked Warrior who was Number 4. Alicia and Beth the Black, who were Numbers 1 and 2 respectively. And there was Rafaela, the One-eyed Warrior, who was Number 5.

They were all single digit warriors, Miria included, with Alicia and Beth being the strongest of them… which means their power would be around the same amount as Riful's, or _more_!

Granted, the information on them was rather limited, but he _did_ know what their symbols were.

And there was the Number 47, Clare. The Weakest Warrior. Something told him there was more to her than meets the eye, as that particular girl was able to predict and avoid the attacks of an Awakened One. Effortlessly.

Nevertheless, he learned of the reason _why_ the two of them were here. God-Eye Galatea herself had sensed him in the area, along with the disappearances of Youma and so Helen and Deneve were sent to investigate.

"Heh heh heh heh heh…" chuckled Cell as he opened his eyes, having finished sorting out their memories "I believe I have some more potential targets. They will become part of me, sooner or later."

* * *

Some distance away, on a hilltop, was a man that was garbed in black robes from head to toe to such extremes that only his eyes and a part of his face was shown. Beside him stood a beautiful woman wearing the standard uniform of the Organization's warriors.

The woman had an elongated heart-shaped face that was framed with straight waist-length pale-blonde hair with a fringe. She had an unreadable expression on her face and was very tall in comparison to the man beside her. She wore a pincher-shaped buckle, held a two-layer spaulder on the shoulders, a pair of vambraces that covered her forearms up to the elbow, faulds, a pair of chausses, sabatons, a sword carrier on the back and finally finishing off the look was the cape and her claymore sword.

This woman was the aforementioned God-Eye Galatea. The man beside her is Handler Ermita.

They had been watching Helen and Deneve's progress from a safe distance for for some time now. While Handler Ermita was unable to see or sense anything at all, or anything different from where they stood, the same cannot be said for the woman beside him. Because of Galatea's Wide-Range Youki sensing, she was the perfect person to watch their progress, and based on her input, the man was able to make certain assumptions about what is happening, even if he's not a witness to what is going on.

"What do you sense now?" Ermita asked.

"...They're gone." Galatea announced with a deadpan face. "The youki aura's of Helen and Deneve have vanished entirely, while the one I sensed a week ago had increased in strength moments after."

Ermita cocked his head to the side, making a 'Hmmmm' sound, "They perished then?" he finally asked.

"Yes. Their youki auras were snuffed out." the woman confirmed with a nod.

"Pitty. They held such promise. Surviving and defeating the Awakened One at the Paburo Mountains, only to fall here," he said as if he was distraught; but the tone he used had said otherwise, showing he didn't care for their demise in the slightest. After all, they can be replaced. "And the unknown?"

Crossing her arms Galatea cocked her head to the side, "The unknown is moving away now as I speak."

Ermita closed his eyes and nodded, "I see. There is nothing more we can do here. Come, Galatea, let us return back to Headquarters. We can send someone else after the Unknown once we report in."

"Very well…" With that said and done, Galatea turned around and followed Ermita back to the Organization's Headquarters that is located in the desert wastelands to the east. The Eastern Quadrant called Sutare.

Despite not showing it, Galatea was _very_ much distraught. Thanks to her Wide-Range Youki sensing, the woman was able to sense what the unknown had done to Helen and Deneve. What she _didn't_ tell the man was that the Youki Aura's of Helen and Deneve… _merged_ with the Unknown for lack of a better word and that was how he had grown stronger. Whatever this thing is, it had the ability to absorb the youki of other claymores.

It also explained how the Youmas were disappearing for the past week while the Unknown got stronger. This thing was going to be _bad_ news for them if it's not stopped soon… and hoped Elder Rimuto would authorise its destruction before it's too late.


	3. Europa the Lazy

Another week had passed since Helen and Deneve were absorbed, and purposely avoiding Claymores and Youma once more, Cell went back collecting and adding the meagre power of Youma to his own. Though he had to admit, the power boost he gained from those Claymores and Awakened Ones was almost enough for him to forgo the Youmas entirely and focus on them instead. Almost. Fortunately the humanoid, modified and amnestic android had the willpower to stop himself from blowing his cover and thanks to the memories he had gotten from Helen and Deneve, Cell now knew the Organization who made the Claymores was aware of him thanks to their 'Eye' and would be keeping an eye on him - and would most likely send another hit squad after him once they pin down his location.

From the memories, Helen and Deneve provided the Organization was not yet aware that the Abyssal One of the West had met her demise at his own hand. That's good; since the Abyssal Ones are the 'big three' to say the least, if they knew one of them had been killed by him then they would probably send everything they got at him.

Within the interior of a castle that was on top of 'Mount Zakol' in Lautrec was Cell himself. The castle, while it still stood, was in a state of disrepair. It was abandoned too. It made for a good hideout for Riful, and it made for a good base of operations and hideout for Cell as well. No one was using it and people often avoided it and thus it was perfect for him to hide in. No one, but Youmas got close which made them easy meals for him and if he ever got desperate… there was a nearby town called Hanel he can visit and absorb a few of their locals.

Then he perked up when a youki aura got within range of his sensing capabilities. A powerful one too. Someone who, if what he had learned from the memories of Riful was right, was within the range of Numbers 3 to 5. And it was making its way… to Mount Zakol. His lips spread into a cruel, narrow-eyed smile.

It seems he has a new target, and it's very likely its an Awakened Being too! The person was very considerate enough to make their way to his castle!

* * *

Outside a little way out of the castle, a human figure approached to that place as if it never posed any threat to her. She had the appearance of a young woman with medium dark-hair with a small blonde portion on top of it, with a combination of bowl-cut hair and waist-long "twin tails". Aside from the haircut, she is wearing a simple sleeveless dress that was very similar to what Riful used to wear.

The woman who walked towards Mount Zakol emanated a powerful youki aura. Superior to the youmas and the Claymores to classify her an Awakened One. As an Awakened, she has the ability to assume her powerful form thanks to her youki power and a desire for eating the humans' entrails, but these major characteristics were hidden through a lazy expression – a thing that is typical from her as she continued her way to the castle.

The answer to the question about her relationship to Riful is unknown. It can be safely presumed they are acquainted with one another. Allies? That was more unsure. It is common among the Awakened Beings to have a rivalry with each other in order to acquire land, followers, and exercise their power and dominance but few exceptions appeared when few Awakened combined their abilities and forces to confront major threats, such as their rivals such as Isley in the North and Luciela in the South, and the Organization to the East through their Claymores. A similar case was Riful and Dauf seeking out a threat in their territory that was making the Youmas vanish before they confronted Cell and ended up absorbed by him.

The name of this young woman is Europa. A former Number 3 during Hysteria the Elegant's generation, and was one of the few survivors of the Rockwell Hill massacre, when Hysteria herself almost wiped out the entirety of the Organization's forces in self-defence before she was finally put down.

The reason she was heading for the castle was simple; Europa had been following a strange… presence for many weeks from a safe distance. She had been trailing this being ever since she had first sensed its youki aura steadily growing stronger and stronger, while the auras from Youmas vanished entirely. She had been planning to stay in the shadows, to trail it for quite some time safely far away, but something happened that forced her to approach it. Two weeks ago, she sensed Dauf transforming. That was moments before his youki was snuffed out and the power emitting from that unknown being spiked. Europa knew Dauf was dead the moment she could no longer sense him.

It was several minutes later that Europa felt the power of the being spike for a second time; this one was _huge_ in comparison. Despite being a former Number 3 of Hysteria's generation, Europa wasn't a good sensor by any means...but it was almost common knowledge - at least among Awakened Beings that is - that Riful was never separate from Dauf. Wherever he was Riful was close by. It wasn't hard for her to put two and two together; Riful of the West had been killed. Whoever this creature was, it was clearly an Awakened Being that could absorb the youki from other Youmas, Claymores and Awakened Beings! That was a very rare power in of itself!

A week after Dauf and Riful were absorbed, Europa followed Cell's trail from a safe distance again and sensed the auras of two Claymores confronting him. They too perished several minutes later, and his youki aura increased once more.

One more week after that, and now Europa decided now was a good time to… introduce herself to this being. It was more out of curiosity than anything else, really. Sensing it entering Riful's former hideout and not leaving it for several days… it was a good opportunity to get a good look at him.

"Mount Zakol. A place where none dared to approach. And those who did would go on to disappear. But one thing I know is that it was the place where Riful of the West and Dauf used to hide." Europa said to herself as she continued on her way on the path to the castle. She looked up at the castle at the top and narrowed her eyes, "And whoever is responsible for their deaths is up in there, right now."

Finally, after several minutes Europa finally got into the castle. The first thing that met her was the doorway; there was a long corridor ahead of her with several rods fixated into the ground, walls, and the ceiling. Europa quirked a single brow; she wasn't all that familiar with Dauf's power set, but she did know the idiot had a few uses for those rods of his. Making Claymores awaken with them for one. Another use was to use them as an early warning system and from the looks of it, it seems Dauf used these as an 'alarm bell' of sorts to warn him, and in turn Riful, they had someone intruding. They were useless now, however since the creator was dead.

Aside from the rods, the corridor was empty. No one appeared to meet her as she walked further in. That lone youki aura stayed in one place, perfectly content on letting the powerful Awakened make her own time getting inside of the castle proper. Europa didn't care though; for weeks she had been trailing this Awakened One; she 'witnessed' the demise of Dauf, Riful, two Claymores and countless Youmas. Now her curiosity had gotten to the point she wanted to see this being with her own two eyes.

She also had an agenda of her own, curiosity notwithstanding. If left unchecked, this creature would become too powerful to stop. For _anyone_ to stop. If it was capable of destroying an Abyssal one, then it was imperative it is put down before someone, like Luciela or Isley, tries to get its allegiance.

Of course, she _could _try and get its allegiance herself, and if she were to succeed then with someone capable of destroying an Abyssal One with little to no effort, no one would be able to stop her!

The keyword being _could._ As dangerous as this creature was, Europa had a feeling no amount of promises would get it to ally with her. So she wasn't even going to try. Besides, if it were to suddenly attack her, she can just run away. She was pretty fast when she wanted to be despite what her moniker 'The Lazy' implied.

This was also an idea Europa was very aware of being dumb. Very dumb. Confronting the beast inside of its own lair was something that would not end well for any ordinary person. But she was no ordinary person...and she wanted to state her curiosity a little before it could drive her nuts.

Then, she finally reached the end of the rod-impaled corridor and Europa found herself in a throne room of sorts. The place used to be occupied by Riful - the Abyssal Empress of the West, and her consort Dauf. Now someone else was occupying it. Sitting on the throne of the former ruler of this castle, was a powerfully muscular humanoid with many shades of green, orange, black spots and a long tail with a stinger at the end of it. He looked to the newcomer and he smiled condescendingly at Europa's appearance. He had to admit she looked utterly… delectable. This one had a similar build to Riful and sorting through Riful's memories, this one's name is Europa.

It seems this girl has a bit of a history with Riful. And she's powerful too. Almost as powerful as Riful. She would serve as some good fuel for his pool of youki.

"Well, well. What do we have here?" said Cell as he leaned forward on his throne to get a better look at Europa, "An intruder enters my hideout! What brings you here to my… _humble_ abode?" he then started snickering as if laughing at his own joke.

Though she didn't show it, the Awakened Being was a bit surprised to see him in person. The one who took down Riful, Dauf and the two Claymores was one not like anything she had seen before. Though, each form Awakened Beings took was unique only to them there was _some_ familiarity because each Awakened being had forms that are similar but different. Wild Horse Octavia, for example, had an awakened form that is similar to Isley of the North in looks but functions similar to Riful of the West's abilities.

The form this Awakened Being has…there was very little familiarity. He resembled the more brutish of Youma in appearance and was powerfully muscled, it's possible the Awakened Being could have been a Type 1; an offensive warrior rather than a defensive. The tail did not initially tell her what it was for, but the stinger at the end of it implied it was made for stabbing things. Outside of that, she had little to go on.

Pushing those thoughts aside Europa quirked a single brow, cocked her head to the side, and put a hand on her waist, "Curiosity. I've been tracking you for weeks, you know." she told him in a direct and blunt manner. Her tone and body language showed she wasn't worried about her own well being. If she knew what Cell was Europa would be worried about her own well being.

Cell raised a single hairless brow at that and crossed his arms against his powerful chest, the tip of his stinger flicking back and forth lazily, "Really?" he droned, looking down at her with mild curiosity. If she had been following him for weeks then how come he never sensed her? She must have been good to escape his senses. Add on that she is rather powerful, almost as powerful as Riful… why that made the temptation to absorb her grow!

"Yes," Europa replied with a curt nod, "I know you're the cause for all the Youma disappearing in Lautrec for the past several weeks. I also know you have killed two Claymores one week ago. I've also been following you since Riful of the West and her consort vanished."

That was surprising; no one knows Riful and Dauf had been killed, so she was telling the truth! She had been tailing him for weeks!

"I see. And outside of that, you came to state that curiosity?" Cell probed as he hungrily eyed her up and down. Oh yes, this Awakened Being would make for a nice power up for him.

If Europa noticed him eyeballing her like a piece of meat, she didn't show it or thought nothing of it, "Simply put; yes, I have."

"Well, my dear," he replied, smirking. The way he closed his eyes, smirking like that to Europa's answer - for curiosity, that means he has something in store for her, like he did to Riful and the Claymores. Yet, he had his ways to enjoy his special targets, right before he could absorb them to his pool of energy. "If you said I've been responsible for the Youmas disappearances, then Riful, her consort, and those two Claymores; shall I _show_ you how I achieved such a feat? If I were responsible that is."

Europa wasn't having any of that, however. "Not were. You _are_ responsible." she corrected him. Then she cocked her head to the side and looked at him with a small frown, "...and how exactly will you show me? Will you hunt some random Youma or something?" Outside of her, there was no other source of youki for miles around the castle so she couldn't see any other way for him to actually show her.

The town of Hanel is nearby though, but there are no auras coming from there. She just couldn't see _how_ he could achieve such a thing. Unfortunately for Europa, being a powerful Awakened Being herself she _was_ the candidate, she just didn't know it.

Cell cocked his head to the side and rested the side of his face against his clenched hand, "You know, for a powerful Awakened Being with a sense of courage like yours you're quite interesting and charming." he said with faux complimentary, "Do you really want to know what I did to take them down?"

Europa crossed her arms and gave him a look that practically screamed, _'What do you think?'_. "I do," she answered, firm in her decision. It was dumb on her part; _very_ dumb.

To her surprise, Cell used one ability he had taken from that Claymore Helen and stretched his arm out, getting a firm grip on Europa's arm and pulled her onto his lap. The girl let out a girlish _Oof!_ when her face was pressing up against Cell's powerfully muscled chest and when she felt a large, meaty hand palming her plump ass she let out a whimper upon feeling many a pleasant tingle running up her spine.

"You wanted to know how I took them down? Well, there you have it." Cell replied, smirking with a deep tone of condescension. And right before Europa could get up, she paused and listened as something behind her opened and started to emerge. Something big and girthy.

_Sliiiiick!_

Looking behind her from over the shoulder, Europa felt her jaw-dropping as she saw a phallus growing out of from Cell's crotch piece. It was a girthy fucker too, and as it grew out from its protective crotch-shell the Awakened One let out a startled squawk when the bitch-breaking meat parted her asscheeks, much like a log forming a bridge on a river. The penis was coloured like the red of Cell, emerald green, with black spots and a segmented yellow-coloured underside.

The young woman couldn't keep her eyes off of the near black-coloured glans penis. Her mouth went dry at the mere sight of it! And once it was out in all of its 10-inch goodness, the apple-sized jizz-filled scrotum popped out of the opened crotch piece and hung between Cell's open thighs.

He snickered, imagining the 'cock-shocked' look on her face as he stared down at her scalp, "Grind your ass against my cock...and I'll personally show you what I did to them." he offered; even if Europa wasn't to accept his offer he would still go and absorb her anyway. Serving as fuel for him was all she was good for in his perfect opinion.

Fortunately for Cell, all Europa heard from him was the words "Grind your ass against my cock…" what he said after that never registered; and thus the Awakened One started moving her thighs and hips, arching her spine as she dragged and ground her plump posterior up and down on that 10-incher. A soft moan bubbled from her throat as she gyrated against it. The more she moved up and down, the more the hemline of her dress started to ride up until her ass and cunny was exposed completely. Now that she had direct skin to skin contact with the shaft, Europa let out a pleased groan and sped up her ministrations.

Cell couldn't believe what was happening, but he was most certainly enjoying it. This wasn't as good as having his dick sucked and slobbered on, but it was pleasant. Very pleasant. He can postpone her absorption for the moment. He wanted to see just how far she'll go.

The Awakened Being allowed a small smile to grace her lips, the sensation of having her ass thrusting up and down on Cell's cock sent little electric tingles up along her spine. It caused a little discomfort due to her not being used to doing something like this, but at the same time it was pleasant. Stopping her thrusts momentarily Europa leaned up, pressing her rump further up against the throbbing shaft, and reached down to the hem of her dress and in one fluid motion she pulled her sole piece of clothing up and over her head before allowing it to drop in front of the throne. Cell enjoyed the view she provided him; her slim, but toned physique, her small but palm-filling breasts, and her wide child-bearing hips and the mons-pubis that was free of pubic hair.

Once she was freed of her dress, and completely and utterly naked, she got back to twerking her ass on that shaft.

_Whap! Whap! Whap!_

Doing so, Europa groaned as she hastened her motions. Knees bent, ass out, the monster cock barely sandwiched by her cheeks and her spine curved, Europa used the full motion of her legs to try and get as much of her asscheeks wrapped around that cock; it was to no avail however because that monster cock was just too much for her. Her hands were on his muscular shoulders, holding on to him with such strength behind her dandy digits she would have broken his shoulders had he been a normal human. Cell just sat there and watched with a smug look of satisfaction on his face, enjoying every moment of Europa grinding her buttocks up and down on his cock.

_Whap! Whap! Whap!_

* * *

After what felt like hours, Europa went from grinding her ass on Cell's dick to outright fucking him. She rolled and gyrated her hips and thighs as she tried to reach that sweet nirvana, to bring herself to heaven. felt she wasn't withstanding it any longer. Her teeth clenched each other and her body getting a soft sensation riding on Cell's dick. Her breasts bounced up and down, with them almost touching Cell's powerfully muscular chest. Her legs bent and straightened as she hopped up and down on that dick with all the speed and strength behind her motions until she outright slammed herself down on that prick.

_Wham!Wham!Wham!Wham!Wham!_

With one last descending thrust, Europa stayed in place and leaned up against him, her vaginal walls clamping down tight around Cell's dong like a vice as she tried milking him for all she was worth. She then opened her eyes and looked up at him for a glaring smile, showing her satisfied face..

"So… delightful." Europa said in between her gasping breath. "Is this how you… took down those Claymores and Riful?"

"A part of it." Cell answered her as he continued holding Europa's thighs so hard.

"A part of it? So… when are you going to… show me the rest?" she asked, wanting to know more while she slowly pushed herself up.

Cell almost laughed at that! Asking that question was like she was asking to meet her demise! But, due to him having his way with Riful and Helen and Deneve prior to this one, he was on a 'power high' and wanted it to continue; so he decided to go further with his enjoyment of Europa.

"I have another proposal for you."

Europa raised a single eyebrow at that, "Really…?"

Cell grinned down at her as he said, "Really. You see while fucking you was nice and all, it's waiting for a mouth like yours to be worshipped. I want to see you clean it completely. In return, I'll _show_ you the rest of what I did."

That proposal was surprising and a bit uncomfortable for Europa; it raised all sorts of red flags to be completely honest; however, she was really curious about his scheme of making himself stronger. If she knew what he was going to do once he got what he wanted from her would have thought twice before she came into his own lair.

Without hesitation, she stood up and moaned with pleasure when Cell's prick left her cunt, and turned around towards the phallus before setting herself down again. Her dark eyes were fixated on that dick the moment she laid eyes on it. The big meaty green-skinned dick was almost covered with her cum, was giving her a strange sensation of being dragged to it. She wanted to swallow it whole until her lips met the base!

"_Alright. It's time for me to put my back into it… I _must_ get that full story. But, one thing is for sure: this awakened being is so _manly_._" Europa thought while looking to that cock.

With one hand, she grabbed the base of Cell's dick holding it straight up and steady for her to take it into her mouth. Cell released a soft groan with that touch. And for the Awakened Being preparing to enjoy her last moments, leaned her face down to it. She opened her mouth with a big O and inserted his shaft into her mouth with an "Oomph!". The glans penis being so big it immediately forced Europa's tongue to be pinned down at the bottom of her mouth. She wouldn't admit it, but mixing her cum from her pussy with saliva was quite different. But she went all through by bringing it closer to her throat. And for Cell, he released a long groan from getting his dick inserted into that thirsty mouth.

Europa clamped her lips around his dick and started bobbing her head up and down, making sure she took more and more of him in her gob; she made a tight suction while jerking her hand on what wasn't in her mouth. Now that was a sight to see. A lone Awakened Being comes to his hideout, seeking answers for the disappearance of the Abyssal One of the West, her consort Dauf, the rapid decline of Youmas and the two Claymores that had recently gone missing in the region… just to end up riding on his dick and suck it soon after.

How ironic!

While Cell was mentally monologuing, Europa had somehow gotten off of Cell's lap and got down between his thighs, all without taking the cock out of her mouth. Once she was situated between his legs she continued moving her head up and down on it while she suckled on the phallus with all her might. She was putting all of her determination to get Cell off, just to have him answer her many questions that needed answering! As she continued enjoying face-fucking herself, she withdrew from it for a moment for one-parts getting back her breath and one -parts to stick her tongue out and give it a delightful lick from base to tip and back down again. She moaned with delight, closing her eyes as her motions got faster and faster. Then, once she got back to the top Europa opened her mouth wide and put it back to her mouth.

_Suck! Slurp! Slurp!_

Cell groaned by his dick being sucked intensely by the Awakened Being. His large meaty hands squeezed her head in pleasure. With that wealth of power he could sense inside of her, Europa could be one of the most powerful Awakened Beings this world had to offer, outside of the Abyssal Ones. But to Cell all she was good for was to serve as fuel to him. That was _all_ these Awakened Beings, Claymores and Youmas were good for.

Then, suddenly, something started coming up from, surprising Europa at the sudden unexpectedness of it all. That cock expanded before she found her throat filled with jizz.

Europa widened her eyes and before she could take the ejaculating cock from her mouth, Cell grabbed her long "twin tails" and pulled her to him and in doing so Europa felt dick stuffing her throat and his jizz to go directly into her stomach.

Once the flow abated Cell pulled Europa's head up and off his dick, groaning as he did so. Once his glans-penis left her gob with a lewd _Pop!_, Europa started coughing to clear her throat from the saliva and spittle that built up.

Unseen by the powerful Awakened One, Cell stealthily maneuvered his tail until the stinger-shaped tip was directly above her head. Then it opened up into a wide bell-like funnel, hovering over her head like a guillotine that was about to drop. The gaping maw inside was still damp, and fortunately clear liquid was not oozing from it. And because there was no sunlight shining down on them, there was no shadow eclipsing the Awakened One; therefore, she was completely unaware of the danger she was in.

"I suppose now is a good a time as any to _show _you how I defeated those claymores and the late Abyssal One of the West, no?" Cell told her with a condescending laugh. Still clearing her throat Europa looked up at him with a frown, but nodded nevertheless. Finally! At long last, she will be able to find out just how this Awakened One was able to get the drop on Riful of all Awakened Beings!

Cell grinned darkly, "Very well, then," was all he said. Then, suddenly, Cell's tail struck like a scorpion, dashing down towards her head and suctioned towards the girl's bare shoulders, trapping her head inside! "THIS! Is how I defeated them! And now you shall join them as fuel for me!" he yelled, laughing loudly as he flexed and pumped his tail, forcing it all the way down to her navel pinning her arms and hands down at her sides before she could even get a chance to react!

Cell wasn't going to bother playing around with this one. He had already gotten what he wanted from her and now all that was left was to absorb her. As was his right! As for Europa, the second she felt her head getting enveloped by something damp and tight, she immediately tried to bring out her youki, only for nothing to happen; so just as she was about to reach up and pull whatever that thing over her head was off of her, it suddenly moved down to her navel pinning her limbs to her sides and her head entered the tightened confines of the tail proper.

Cell's tail lift her up and off the ground and began to pump and flex as it sucked in more and more of her. With a hard jerk, Cell opened his tail maw wider, and quickly engulfed the widest part of his prey and sealed up again. All at once, her hips, hands, and buttocks were all trapped within the first chamber of the tail and drops of saliva trailed down her naked body. It was around this point that Europa began to struggle, but it was already too late for her.

"Ha ha! Struggle all you want! Bring out your youki! It won't make a difference! Once you're inside my tail it's over!" Cell scathingly taunted the trapped Awakened One, laughing at her all the way as more and more of her disappeared into his tail and was pushed to his back through the unique chamber. Soon enough all that was left outside was Europa's dainty feet.

Then with one last jerk, Europa's feet was sucked in with a loud _THOOMP!_ and the maw of the tail closed into its needle shaped stip once more as the entirety of Europa was pushed through Cell's unique tail by the pulsating walls as it continued to pump and jerk away.

"Heh heh heh… enjoy the ride to your demise, you pathetic bitch of an Awakened Being!" Cell hollered as one last insult. He got up from his throne just to make the girl's travel to his back less of a hassle than it needs to be. It wasn't long until Europa reached her final destination, and with a loud _SCHLUP_ her form disappeared from the tail as she was squeezed into the stomach-shaped chamber where Riful, Helen, and Deneve all met their fate.

Cell closed his eyes and watched as Europa struggled with the tentacles that grew out of the walls, floor and ceiling. He had no idea how he was able to do this, he just did. Then his black lips curled upwards into a cruel grin when the girl was penetrated and fucked in her asshole, mouth, and cunt at the same time. Her body went through the same transformation as Riful, Helen, and Deneve did… and once it was complete, Cell decided he wanted to try something a little different this time around.

Instead of making three suction cups, he made one instead and had it latch onto the crotch of the mass of energy that was Europa once the other tentacles withdrew. Europa jumped when she felt the suction cup suctioning itself onto her vagina, and she looked down at the offending thing, completely ignoring that she looked like a mass of human-shaped youki, due to her focus being on the suction cup. Before Europa could do anything to get it off, it started sucking away. Europa threw her head back, her back arched, and she _screamed_ with pleasure as the suction cup sucked away at her, drawing in her essence into Cell to become one with him like the previous three before her!

With one last, orgasmic scream, Europa's entire form was sucked up entirely into the suction cup, crotch first and was fully absorbed, forever a part of Cell's pool of demonic energy.

Cell bared his teeth as he felt the rush of power coursing through his body. He had been expecting it this time around and due to her not being nearly as strong as Riful - but came damn close to it, if not for her being so damn lazy - it was manageable for him. He got her memories, her experiences, everything.

And what's more, his power increased! Which means someone else is bound to come to investigate. Most likely it will be another Claymore or Awakened Being, but seeing as the Organization is aware of him already Cell can see the most likely candidate to come for him next would be a claymore.

He seriously hoped it would be one of his targets he had gotten from the memories of Helen and Deneve. He really wanted to absorb 'Phantom' Miria and 'God-Eye' Galatea. Especially, 'God-Eye' Galatea since her 'Wide Range Youki Sensing' would be very useful for tracking.

Honestly… he can't wait.


End file.
